


My Hero Academia: Into the Spider-Verse

by NegaiFreak



Category: Spider-Man - All Media Types, 僕のヒーローアカデミア | Boku no Hero Academia | My Hero Academia
Genre: F/M, Multi
Language: English
Status: In-Progress
Published: 2018-12-07
Updated: 2019-04-16
Packaged: 2019-09-13 07:11:29
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 25
Words: 23,955
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16887978
Author URL: https://archiveofourown.org/users/NegaiFreak/pseuds/NegaiFreak
Summary: What if instead of Class 1-A's resident pervert, Miles Morales was in U.A. High? What if he was Izuku's only friend in middle school?Journey with Miles as he discovers his new powers in this special AU, inspired by "Into the Spider-Verse"!





	1. SEASON I PART I

The 14-year-old Miles Morales hated Aldera Junior High. Ever since he and his mother moved to Japan in the wake of his stepfather's death, he always hated his life. He hated that he had to take a crowded train to school every day. He hated that his parent would have to work late nights at the local hospital, meaning he'd have to cook for himself. Most of all, he hated the fact he was quirkless. But he wasn't alone.

Izuku Midoriya was also someone who didn't inherit a power like those in the classroom. But nonetheless, he wanted to be a hero. And when the teacher mentioned his application into the top hero school of the country, almost everyone laughed at him. He tried to stake his claims, only to be attacked by the classroom bully. Katsuki Bakugo was nothing more than a thug in Miles' eyes. He taunted everyone around for being weaker than him, dumber than him, and so forth. He even had an amazing Quirk. But his attitude was another story.

What felt like a long day of torture finally ended for Miles as he got up from his seat and packed his things. He was about to put his silver headphones on when he started to hear a conversation go on behind him. Apparently, Katsuki was at it again with Izuku; this time taking his hero notebook. As he pleaded for him to give it back, Katsuki blew the notebook up in between his hands. Miles' eyes widened.

"That's so mean..." Izuku uttered in disbelief as he trembled, right before his once childhood friend tossed the notebook out the window without even looking, "AAAAAAAAAHHHHHH!" he screamed in panic, flailing his arms wildly. Miles was stunned. Katsuki was nothing more than a bully in his eyes. And then Miles saw him threaten Izuku, seeing the smoke coming off of the shoulder Katsuki planted his left palm upon. Afterwards, he and his friends began to leave, but not before one last taunt.

"You know, if you really wanna be a hero that badly, there actually might be another way," he suggested, stopping at the door and turning his head, "Just pray that you'll be born with a Quirk in your next life," he began, "and take a swan dive off the roof of the building," he told Izuku. The freckled teen turned around with a scared fierceness in his eyes at the suggestion, only to see explosions emit from Katsuki's right palm. "Something wrong?" he guessed with a smirk.

"...Yeah, there is," Miles answered, chiming in as Izuku was too frightened to respond. Everyone perked up.

"M-Miles...?" Izuku stuttered, seeing him trot over to Katsuki.

"Got something to say for your boyfriend, you quirkless loser?" he guessed, only to get the collar of his uniform grabbed by Miles's hand.

"Heroes don't tell people to go kill themselves, last I checked," he retorted angrily, "You wanna be a hero?" he asked rhetorically, "Keep that up, and you'll never be one," he remarked with glaring eyes. Katsuki was surprisingly speechless for a moment. No one really ever stood up to him before for his tact. But he steeled himself, smacking Miles' hand away.

"And what the hell do you know about heroes?" he questioned back. That was not a question Miles wanted to answer, certainly not to Katsuki anyway.

"Huh..." he breathed out, stuffing his hands into his pockets, "Ever heard of Spider-Man?" he inquired. Now everyone was listening, intrigued. "I'm from Brooklyn, you know," the exchange student pointed out, "Growing up, Spider-Man was the everyday hero helping the little guy," he noted, "saving people without asking for a reward or for favors..." he continued on, looking down at the floor. From his body language, Izuku could tell that this was a touchy subject. "When he died..." he kept going, sniffling a little, "there was no one else that could replace him," he stated.

"What the hell does that have to with me?" Katsuki asked, tilting his head.

"He was quirkless, too," Miles answered. That wasn't something Izuku knew. "I don't know the details, but he got his powers unconventionally or something..." he explained, "So even though he didn't have a power, he still rose to the occasion," he told the Explosion Quirk user, "You know why?" he inquired to him. Katsuki rolled his eyes. "Because he put others before himself," he stated, "And that's exactly why I'm applying to UA, too," he declared, turning back towards his fellow quirkless classmate. Everyone's eyes widened.

"HUHHHH?!" Izuku exclaimed in shock, "W-W-Wait, why?!" he stuttered out in question, frantically waving his arms.

"Can't let the only other quirkless kid in class go at it alone," Miles replied with a grin to his surprise. And then he was blasted to the ground by an explosion.

"Ah, Miles!" Izuku gasped, going over to him. Katsuki's smirk had vanished into an angered snarl. He glared venomously at the two quirkless teens.

"You losers'll never be heroes, and that's that!" he shouted with a huff, turning around and walking out the door with his two friends.

"Jeez..." Miles muttered, standing back up.

"A-Are you all right?" Izuku stuttered.

"Yeah, I'm good," Miles responded, brushing himself off, "Why do you let him say things like that?" he asked curiously with narrowed eyes, gesturing towards the door Katsuki had exited through.

"Ah... that's..." the freckled teen began nervously, glancing off to the side ashamedly.

"Huh..." the exchange student sighed in realization, picking up his backpack, "Personal, I get it," he noted as he set the straps of his bag over his shoulders, "But hey," he kept going, placing a hand onto the boy's shoulder to get his attention, "we're in this together, aren't we?" he inquired.

"Y-Yeah... together..." Izuku stammered in response, letting off a small grin. The two then parted ways for the rest of the afternoon. Izuku was still shaken and emotionally bruised from Katsuki's taunts and threats. Miles was listening to music on his headphones, trying to get the thought of Katsuki off of his mind. He wanted to report his threat to the teachers. To tell someone to kill himself was beyond immoral for someone aspiring to be a hero. But he also knew that Izuku wouldn't want that. He knew that Katsuki was a total jerk, and would likely go after Izuku and him for spilling the beans.

' _Dammit..._ ' the two quirkless teens muttered inwardly. Even as they were apart, they both felt the frustration of dealing with powerlessness.


	2. SEASON ONE PART II

As Miles took the long walk home because of the train delay from earlier that morning, he thought of Izuku. He wondered if he was able to recover his burned notebook after it had been tossed out the window. The two had split up after their encounter with Katsuki at the end of school. He worried that Izuku was still discouraged and disheartened by Katsuki's hurtful words. Wondering what he could do, he decided to call his mother. No answer. Just straight to voicemail.

"Uh, hey mom," he began into the phone, "I'm gonna be a little late heading back since the train got stopped earlier," he explained, "so maybe we can grab something together?" he suggested, "Also..." he kept going, stopping for a moment. The words left him. What could he tell her about the situation? "Uh... never mind..." he said, retracting the thought, "I'll see you later," he finished, pressing the icon to end the message.

' _What am I supposed to say? That Izuku got told to kill himself? That I'm sick of having to hear the same crap every day?_ ' he questioned inwardly, putting on his headphones. He swiped through his phone before going into his music app, selecting a song called 'Sunflower'. A beat started to play into his ears. It was a song he loved listening to back home before things got bad. Back then, it was a song he could dance to, but didn't have much meaning to him. Now it did. It perfectly described his life.

" _Then you're left in the dust... unless I stuck by ya~..._ " the singer's voice sang into his ears, " _You're a sunflower~! I think your love would be too much~!_ " he continued. Before the next lyric even came, he bumped into someone in front of him while crossing the street. A suitcase fell and popped open upon hitting the ground. Papers flew everywhere.

"Hey!" the man he bumped into shouted. Miles widened his eyes in surprise and gasped, stopping his song in the process.

"S-Sorry!" he stuttered in apology, going down to his knees and picking up the scattered papers. He didn't notice the cylindrical container, at least not until the red and black spider had already crawled out of it. As he picked it up, the man gasped.

"Give me that!" he demanded, yanking it out of Miles' hands to his surprise. It was clear that the man was a doctor. He had a lab coat with a name tag, a bushy light brown mustache, and yellow glasses with greenish lenses.

"Look, I'm really sorry..." Miles apologized again, picking up the last sheet of paper. The spider crawled up his pant leg.

"Just be careful next time," the spectacled man advised as he took the papers more gently than with the container. He put all of his items into his suitcase and went on his way.

"Huh," Miles uttered. He wondered what prompted the adverse reaction to the container over everything else, but simply shrugged and ignored it. He went down an alleyway that acted as a shortcut. And then he felt a singing pain in his right hand. "AH!" he gasped, smacking at it with his left. It was the spider. It had bitten him, but was no match for the quick smack. "Ow..." Miles groaned, rubbing his hurt hand. He wiped the the spider's remains off and dispensed the rest of its residue along his pants. For a moment, he didn't seem to care what had happened. He'd tell his mom, she'd treat him like she always would when he'd get hurt. Same old story. But a sudden dizziness began to run through his head.

' _Okay... whoa..._ ' he uttered inwardly, stumbling as if he was drunk, ' _What... was that spider?_ ' he asked himself. Fortunately, it seemed like the effects lasted for just a moment. He regained his form once he got to the open street. He was unsure of what to make of the whole scene. Where did the spider come from? What was that feeling he experienced? Again, he shrugged it off and continued on his way, not worrying about it.


	3. SEASON ONE PART III

It had been a bizarre weekend for Miles. He had come down with a heavy fever the night he returned from school. Though Rio was able to treat him effectively, they soon discovered something else. Miles was crawling. Up the walls.

"Wh-What?!" Rio screamed with a stutter as she walked into her son's room. She shook her head in disbelief, but she was seeing things clearly. There Miles was, upside down on the ceiling.

"Mom, isn't this amazing?!" he exclaimed excitedly, "I've got a Quirk now!" he yelled, jumping down to the floor. His mother was left speechless. But she took a deep breath and steeled herself. This wasn't a normal occurrence. Something had to have happened to her son.

"Miles... what's going on?" she asked in a serious tone. He blinked.

"Uh... I got a Quirk?" he retorted with a shrug and a raised eyebrow.

"How?" Rio questioned, "Late bloomers aren't exactly common, and our family's had a quirkless history for years," she told him, "Plus, your x-rays showed that you wouldn't manifest a Quirk..." she added, placing her hand onto his shoulder, "So how?" she asked again. She was worried. And Miles could see that. He had to tell her.

"There... was this... spider that bit me..." he slowly responded. His mother blinked before letting out a sigh. "What? You don't believe me?" he questioned, seeing her go over and sit down on his bed.

"Miles..." she began, "you have no idea how scary the world is for superheroes," she said, causing him to perk up in surprise, "Day after day, I have to help out hurt heroes, whether it was New York or here," she explained with a sigh, "I guess I shouldn't worry about how you suddenly got these powers..." she continued, "but I should worry about what you want to do with them..." she admitted, "Why do you wanna go to a school like UA?" she asked. It took him a moment to respond. He thought about Izuku, then Katsuki. Then he thought about Spider-Man.

"...Because I don't wanna leave a friend behind," he replied firmly. His mother tilted her head in confusion. "There's this guy... uh... Izuku..." he started to say, "He's quirkless, too..." he mentioned, "but he wants to go to UA as much as anyone would," he told her. She was surprised to see the determination in his current expression. "So... I can't let him go at it alone," he declared. Rio blinked. And then she smiled.

"Izuku... He's the one you told me was getting bullied with you, right?" she wondered, getting a simple nod in response, "You should invite him over for dinner some time," she suggested, standing up and heading out of the room, "Maybe things might not be so hopeless after all, if all it takes to get a Quirk is getting bit by a spider..." she joked. Miles chuckled. He knew how ridiculous his explanation sounded. But he now had powers. He could feel it. And he realized that he could get into U.A. But he also knew the ten-month time frame would have to be filled with training and studying. He balled his fists. He was ready to endure every minute of hard work. He was ready... to become the next Spider-Man.


	4. SEASON ONE PART IV

Miles wished he had spent his ten months more wisely. The first five he had spent going through basic strength training each day while also learning how to crawl on the walls more speedily and even run along them. With that, he had also been trying to recreate the famous web shooters of the web-slinger back home. Putting things together and designing them took a lot of hard work, especially with making the web fluid that'd be fired from them. It was only when he finished them that he learned that unless the web shooters were an absolute necessity, he wasn't allowed to use them.

"Oh well..." he muttered, taking off his silver headphones as he stepped through the entrance to U.A. High. The remaining five months he had spent practicing wherever he could. As much as he wanted to try out his new web shooters, he knew that he'd be making quite the scene in public, especially around his own neighborhood. So the rest of the time he had was allotted to studying and training as usual. He felt ready, but it certainly was daunting to walk onto the campus. It felt so surreal. He didn't have a Quirk before and now he did. He wasn't going to attend U.A. before and now he was. He wondered where he'd find Izuku and Katsuki. He spotted the former standing still like a statue after a girl had stopped him from falling with her own Quirk. As she left, he began rambling rather creepily, to which Miles reacted by tapping him on the head.

"AH!" he gasped in surprise, turning to see him there, "Oh, Miles!" he exclaimed with a grin.

"You ready for this, dude?" Miles asked him, noticing the beads of sweat rolling down from Izuku's head.

"Um... yeah..." he responded nervously. He learned about Miles' new powers once they met up back in school, so something told him that his only friend would be fine in the entrance exam.

"Best of luck to both of us," Miles suddenly said, offering his right fist to him. Blinking for a moment, Izuku then grinned, returning the gesture. After a while, they were sitting together within the lecture hall listening to Present Mic's orientation of the practical portion of the entrance exam. The three Aldera Junior High students were all put into different battle centers. Miles had C.

' _Man, this is brutal..._ ' he muttered inwardly, putting on a pair of sweatpants in the locker room. Examinees were advised to wear their own clothes that they'd feel would be most suitable for the mock battles. Miles was still in thought over the written exam he had taken prior. He thought he did well, but it was long and difficult. He had a good feeling that Katsuki and Izuku did better than he did. Reaching into his bag, he pulled out something he hadn't expected to see. His red and blue Spider-Man t-shirt. 'Jeez, mom...' he grumbled to himself with a grin, knowing that she must've packed it for him to wear. She knew how avid of a fan he was of the web-slinger. He slipped the shirt on and ran out towards the gate to the battle center, which was a huge urban area.

"Oh, whoa," he uttered in surprise. It looked like downtown New York to him. A nostalgic feeling began swelling up inside him as a smile grew upon his lips.

"You seem pretty excited," a nasally voice suddenly chimed in, snapping Miles away from his thoughts as he turned to see someone beside him. It was a girl with long, dark sea-green hair which she had tied in a bow on her back. She had very wide eyes with pure black irises and distinctive lower eyelashes. Like a frog, she had a wide mouth.

"Oh, uh, yeah..." he stuttered in reply, rubbing the back of his head sheepishly, "I mean... I'm gonna try to do my best here..." he stated, balling his fists.

"Hm..." the girl hummed, placing her finger onto her right cheek, "Still, I wonder what exactly that zero-point robot's gonna be for," she mentioned, causing him to perk up. He remembered how someone had asked about that specifically on the orientation form, followed by calling out Izuku for his rambling.

' _If I ever see that jerk again..._ ' he grumbled inwardly. Just then, a siren went off.

"It's started!" the frog-like girl exclaimed, hopping away. Several of the examinees ran into the arena, including Miles as he dashed past a few.

' _Gotta remember what Spider-Man would do here!_ ' he advised to himself, noticing a robot immediately ahead of him. It was marked with the number one on its arms. Miles had to duck away from its right arm before latching onto it and flipping over to slam his feet into its head, effectively breaking it off and disabling it.

"Okay, that's one point..." he muttered to himself, hearing the sounds of explosions in the distance, "and only so many more to go..." he noted, running off into the distance. It was definitely hard with his powers to take down many robots before others did. He was somehow managing though as the time ticked down. "Hah... Hah..." he breathed out, placing his hands on his knees. There were now two minutes left. He had forty-four points in total from defeating the villains, though he had no clue as to how those points would be scaled.

' _All right... gotta get a few more...!_ ' he inwardly realized, turning around and running out into the open. But everyone else was running in the opposite direction. His confusion at the scene lasted for just a moment. He widened his eyes. There was a reason the zero-point robots were an obstacle. The one looming over him was huge. His mouth gaped open in shock, but he quickly shook his head to regain himself. What should he do? Since everyone had run away from the robot, he assumed there were more with points behind it. Then again, getting past it would be a challenge. It raised its right hand and placed it onto the roof of a nearby building, crushing its roof. As bits of it began falling towards the ground below, Miles suddenly felt a tingle in his brain. He remembered having moments where he'd sense something about to happen before his mom opened his bedroom door from behind or someone was about to bump into him on the way to class. This time though, he looked over to see the frog-like girl from before running down the alley into the street right next to the collapsing building. And the rubble was about to crush her.

"Hey, watch out!" Miles yelled, running over to her.

"Ribbit?" she croaked in confusion. She then noticed the shadow of the rubble and widened her eyes to see it coming before shutting them. A moment passed, and it seemed like nothing had happened. She opened her eyes and gasped. Miles was holding up the rubble in his hands, gritting his teeth.

"G-GO!" he stammered out loudly in demand. The girl immediately went out of her stunned state and hurried off, allowing him to go down to a knee and toss the heavy piece of concrete aside. "Huh... Huh..." he breathed out. He must've really strained his muscles by carrying that.

"TIME'S UP!" Present Mic's voice boomed throughout the arena. That was it. Miles was somewhat surprised, but kept his composure as he stood up.

"Phoo..." he exhaled. Were forty-four points enough? He'd have to wait to find out. He noticed that the sleeves of his favorite shirt were slightly ripped because of the bulge in his muscles from lifting the rubble. "Aw man..." he groaned, walking towards the center of the arena.

"Thank you," a voice said in gratitude, catching his attention as he turned to see the frog-like girl from earlier, "I hope I didn't cause you too much trouble..." she mentioned as she placed her finger onto her cheek again. Her blank expression dumbfounded Miles. He assumed that was usual for her.

"It's no biggie," he reassured, "I got plenty of points beforehand, so I should be fine," he added with a thumbs-up.

"Ribbit!" she croaked cheekily. He assumed that was common for her, too. Now they'd just have to wait a week for the results.


	5. SEASON ONE PART V

The exam turned out better than Miles could've expected. Thanks to the addition of rescue points along with villain points, he ended up with a score of 77, tying him for first with Katsuki. Miles could only imagine the look on his face when he saw his own results. Regardless of the outcome, the only thing that was important was that he passed. He was going to U.A. As he put on his new school uniform and had his mother adjust his tie for him, he smiled. Aside from him and Katsuki, Izuku was attending U.A. as well. The three Aldera Junior High students were now about to embark on their first steps to becoming heroes.

"Miles, make sure to put your headphones away when class starts," Rio advised sternly, seeing him drape the silver headphones around his neck, connecting them with his phone.

"Yeah, got it," he replied as he grabbed his maroon backpack, setting it onto his back after putting the straps over his arms.

"Do your best out there, okay?" his mother advised, gifting him with a kiss on the cheek. The same kind that was sweet yet embarrassing.

"It's just orientation today, so I'll be fine!" he reassured, opening the door and running out, "Bye!" he cried out in farewell. The train ride to school was long. He wished he could've just swung his way with the new web shooters he had packed. But there were two problems. One, he'd be noticed and likely reported to the police. And two, he hadn't really tested them yet.

' _Hopefully the guys who make my costume can find a way to put 'em in there..._ ' he muttered inwardly. He took out his sketchbook from his bag, flipping through the pages to one where he had drawn his ideal costume. It was like Spider-Man's costume, but black instead of red and blue. In fact, the fingers, the soles, the outer part of the mask's eyes, the shoulders, and the spider insignia on both sides were the only things that were red, including the web-like design. He smiled again. ' _Yeah, I'm sure they'll make it worth it,_ ' he noted confidently to himself. He finally arrived at the school, running through the halls before finding the door labeled 1-A. It was huge. He took a deep breath and slid the door open.

"Good morning!" a booming voice echoed. Oh no. He knew that voice. It was the tall and muscular young man from the orientation to the entrance exam. He had black hair and wore rectangular half-rim glasses, which fitted with his serious attitude. His eyes were also somewhat rectangular, as was his jaw. "My name is Tenya Iida from the Somei Private Academy!" he introduced. Miles inwardly sighed. He knew that if the guy in front of him was his classmate, they'd have to get along.

"Uh... Miles Morales..." he responded, holding out his hand to Tenya, "Nice to meet you again," he added.

"Oh, that's right," Tenya realized, taking his hand and shaking it firmly with his own, "You were with the unkempt boy in orientation for the entrance exam..." he remembered as he placed his other extremity onto his chin, "Wait a moment..." he continued, "Weren't you tied for first in the exam results?" he asked curiously.

"What?! No way!" one person exclaimed upon overhearing the conversation.

"He tied for first with someone else?! That amazing!" another complimented. Miles sheepishly grinned. He hadn't heard praise like that ever in middle school.

"Hey, dipstick," a familiar voice uttered, catching his attention. He looked over to see Katsuki with his feet on the desk, glaring at him intently. "Mind telling me how the hell you wound up tying for first place with me?" he inquired in a frustrated tone. Everyone widened their eyes. The top two students from the entrance exam were in their class?! In the meantime though, Miles smirked at Katsuki's question. He reached down and took off his shoes.

"Um... what are you doing?" Tenya asked, arching an eyebrow.

"Showing him who the real dipstick is..." Miles replied before taking a great leap to everyone's surprise as they all gasped. Katsuki's eyes widened. Miles had landed upon the ceiling and stuck to it, hanging upside down.

"Whoa, what a jump!" one student yelped.

"So... who's the dipstick now?" Miles inquired with a smirk towards Katsuki, who looked as if he was ready to explode with anger.

"That power you have really is versatile," a familiar nasally voice commented, causing Miles to perk up as he glanced down to see the frog-like girl sitting in the second row.

"Oh, hey!" he greeted, "You're that-!" His foot slipped, and he started to fall. "WAAAAHHH!" he yelled about to hit the floor. Fortunately, the girl who called out to him stretched out her tongue, wrapping it around his body to catch him.

"Ribbit," she croaked, "Are you all right?" she asked out of concern.

"Uh... yeah..." he replied with a nervous smile before being set down on his feet.

' _Boy, that's one heck of a tongue..._ ' he thought as he sighed in relief.

"Please don't disrespect school property next time!" Tenya scolded suddenly, making Miles flinch.

"All right, jeez..." he grumbled in reply, reclaiming his shoes. He then took his seat in the fourth row back, putting his headphones away into his bag. His first day at U.A. was about to start, and it would be an interesting one.


	6. SEASON ONE PART VI

Miles certainly thought his first day at U.A. was an experience. Shota Aizawa's Quirk assessment test definitely set the mark, where he threatened to expel the student that came in last place. Miles came in fifth, and Izuku came in twentieth. And it turned out to be nothing more than a logical ruse by the homeroom teacher; all just to make everyone give it their all in the fitness test. Miles stared over at Izuku in wonder afterwards, remembering the ball throw he had made that broke his right index finger. It was apparent he had a new power as well, though his seemed more self-destructive. The two once quirkless boys now with powers? It seemed unfathomable.

Yet they were here at U.A. And Katsuki obviously hated that. The next day arrived, with the two boys going through all of their classes for the day before the afternoon, where they'd finally go into hero training for the first time. And lo and behold, All Might was the teacher. Izuku hadn't told anyone about his relationship with the number one hero, nor about his power. He felt bad not telling Miles about it, especially they both gained their powers in similar circumstances. But All Might was adamant about keeping the secret intact, so he would do so.

After getting fitted into their costumes, the twenty students made their way out to Ground Beta, where the entrance exam practical portion had taken place. Miles was the last to arrive. His costume didn't come back exactly the way he wanted. The mask had the white eyes like he envisioned, but the rest of the outfit was entirely black. It had the same web-like design as Spider-Man's in silver, so now he just needed the red. Fortunately, he managed to sneak in a can of spray paint. It turned out to be a crude design for both spiders on the front and back of the costume, but the rest of the red he had sprayed onto his fingers, the soles of his feet, around the eyes, and the shoulders all looked like what he had in mind. He was glad that the support company in charge of the costume's design was kind enough to allow him to make his own changes. And with his web shooters added, he was finally ready. He shot out a web line that attached to the roof of the tunnel as he hopped up, swinging out into the open.

"Say hello to the new Spider-WHOA!" he yelped. The line snapped, and he fell flat on his face.

"Ah, Miles!" Izuku gasped, going over with Ochaco to check on him.

"Ha!" Katsuki laughed. He always enjoyed how foolish either Izuku or Miles looked.

"Ugh... I'm good..." Miles groaned as he stood up, rubbing his head.

' _Guess I should've waited to test the shooters during free practice..._ ' he muttered inwardly in realization.

"You look quite cool as well, young Morales!" All Might noted with a thumbs up. Oh yeah. There was something else that bugged Miles. Unless people were close friends or just associated themselves with first names, he'd hear his last name called upon by everyone instead of his first. And it annoyed him to no end.

"Uh, thanks," he responded, cocking his head to the side. Anyways, the mock battle scenario explained to him and the rest of class was simple. The villains had a nuclear weapon stowed away inside the building, and the heroes' job was to either retrieve the weapon or capture the villains. It seemed easy enough. All Might had the students draw lots to determine who would be on which team. Miles wound up with C.

"Okay, so I'm with-"

"You're Morales, right?" a feminine voice interjected in question. He sighed.

"Look, just call me Mi..." Miles stopped talking and widened his eyes. Standing beside him was a girl with a mature physique for her age. She had cat shaped, onyx colored eyes and long black hair. Her hair was tied into a spiky ponytail, and she had bangs on the right side of her face. That wasn't was caused him to go bug-eyed though. Her hero costume consisted of a red leotard-like vest with silver linings and edges and matching red boots. She sported a gold utility belt that matches a band that went across her chest. Her vest left space open from the center of the collar to the waist above the belt. It left much of her skin exposed, including the area from her stomach to her chest and her arms and legs as well.

"My name's Momo Yaoyorozu," she introduced, placing her right hand over the exposed part of her cleavage, "You drew a Team C lot as well, didn't you?" she inquired, noticing the black ball in his hand with C labeled on it. He blinked a few times before looking back at it and then hers.

"Uh... y-y-yeah!" he stammered, "My name's, uh, Miles..." he managed to stutter out, "Miles Morales..." he added. Thankfully, she couldn't see the redness building in his cheeks. This was going to be a long training session...


	7. SEASON ONE PART VII

After seeing Izuku fight Katsuki, Miles was left to wonder whether or not his high school friend would able to be a hero at all. That was the second time Izuku had injured himself in as many days. But at the same time, he did something amazing. He stood up to his childhood bully and won. It came at the cost of his right arm, but he still won. So Miles knew that he had to live up to that in his fight. The only challenge he faced though...

' _Don't look... Don't look... Don't look..._ ' he pleaded repeatedly to himself, trying not to stare over at Momo. The pair had been selected to fight against the team of Tsuyu Asui and Fumikage Tokoyami. They were the heroes, while Miles and Momo were the villains. The objective was simple. For the hero team to win, they would either have to secure the fake nuclear weapon or capture the villains. Likewise, the villains would have to maintain possession of the weapon within the allotted time or capture the heroes. Miles had a general idea of what Tsuyu's Quirk would be based on what he saw from both class and the entrance exam, but had no idea as to what Fumikage had. ' _Maybe it's got something to do with that beak of his..._ ' he pondered while staring at the fake weapon in the room he and his partner were in.

"Why don't we discuss about our Quirks before we begin?" Momo suggested, catching his attention.

"Oh, uh, yeah," he replied, rubbing the back of his masked head. He was desperately keeping his eyes on her face, trying not to look below her shoulders.

"Well my Quirk is called Creation," Momo began, making a multicolored light appear on her shoulder before a metal rod came out of it, much to Miles' surprise, "I can create any nonliving object, but only if I know the exact atomic configuration of it," she explained, grabbing the rod and pulling it out completely.

"That's cool..." Miles admitted with widened eyes.

"What about yours?" Momo asked curiously, "I assume it has something with that stunt you pulled on the first day of class..." she mentioned with a tilt of her head. He blushed sheepishly and chuckled.

"Yeah, I can crawl on walls along with a bit of super strength," he told her, "Kinda like Spider-Man," he added. She arched an eyebrow.

"Spider-Man?" she uttered in confusion. Her tone about the American hero surprised Miles, but he disregarded it.

"Oh, and I also got these web shooters, too," he pointed out, curling in his fingers and shooting a web line from his left wrist to attach to a wall, "See?" he said after the demonstration.

"Impressive..." Momo responded, placing her hand onto her chin, "What's the configuration of those items?" she asked curiously. He blinked twice.

"Uh... I'm not exactly sure..." he replied in admittance, "I just designed them after Spider-Man's..." he said, looking at them.

"May I see one?" she implored, going over and grabbing the shooter on his left wrist. He widened his eyes in surprise, especially with how close she was. At that moment, he wanted to disappear from how embarrassed he was. And he did just as she took the shooter off. "Huh?" Momo uttered in surprise as she blinked, "M-Morales? Where did you go?!" she asked, glancing around frantically.

"Uh... right in front of you..." Miles responded, sounding annoyed. She was still using his last name. "And the name's Mi-" He stopped talking once he looked at his hand. Or at least, a camouflaged version of it. "Whoa..." he uttered looking over the rest of his body to see that he was entirely camouflaged.

' _Okay, Spider-Man never did this..._ ' he inwardly noted.

"Miles, where are you?!" Momo screamed. Now she was using his name.

"Right in front of you!" he yelled back, suddenly reappearing.

"AH!" she yelped in surprise, stumbling back.

"DAH!" he yelped, falling onto his rear end.

"Y...You can turn invisible?" she inquired out of shock.

"Uh... I... think so..." Miles replied as he stared at his costumed hands. He wasn't sure of what just happened. Just then, a loud horn went off.

"That means we're starting," Momo realized as her partner got back onto his feet, "Do you have a plan?" she inquired to him.

"Nope," he replied with a shake of his head, "You?" he uttered as a guess. She narrowed her eyes as she glanced off to the side in thought.

"I was thinking of barricading the room from our opponents..." she told him, "but now I have another idea to go with that," she admitted, looking back at him.

"Uh... what?" he wondered, tilting his head to the side in confusion. This was definitely going to be quite the exercise...


	8. SEASON ONE PART VIII

"Are you sure this is a good idea?" Miles asked into his communicator, peeking out from a corner within the battle building in search of Tsuyu and Fumikage.

" _Of course it is!_ " Momo's voice yelled into his ear, making him flinch, " _We don't know our opponents' Quirks nor whether or not they'll have ones strong enough to break through the barricade I've set at the door..._ " she explained carefully, " _So with you scouting them undetected, we can effectively prepare ourselves if we have to engage in combat,_ " she noted. Miles admired the clever thinking of Momo. There was just one problem...

"Yeah, that whole invisible thing earlier was... not something I knew about..." he admitted sheepishly. Ten months of training to be Spider-Man by himself and he still had no idea what other powers he possessed.

" _Well, just try to keep yourself hidden for the time being,_ " Momo advised through the communication line, " _Besides, your Quirk makes you better suited for combat..._ " she mentioned.

"Right..." he grumbled before the line cut out. He then heard footsteps. Reacting quickly, he braced himself against the wall and peeked out.

' _There they are..._ ' he inwardly said. Standing at the crossroads of a hallway in their costumes were Fumikage and Tsuyu. The former of the two apparently had a dark purple entity coming out from his torso, shaped like a bird's head with large clawed hands.

"Hm..." Fumikage hummed as he glanced around, "Seems like we're getting nowhere..." he grumbled in frustration.

"We shouldn't split up though," Tsuyu advised as she placed her finger onto her cheek, "Without knowing what Yaoyorozu and Morales' Quirks are, we're at the disadvantage," she pointed out. Miles inwardly groaned. Guess he'd have to get used to being referred to by his last name...

"And even though the same applies to us, we're the ones without the weapon..." Fumikage realized, "How maddening..." he commented as he closed his eyes.

' _Okay, go time,_ ' Miles told himself, pulling out the strand of capture tape he had, ' _Now to just turn invisible... and catch 'em..._ ' he instructed through his thoughts. He closed his eyes and concentrated. After a moment, he peeked to see that nothing happened. He was still visible. ' _Okay, focus... just... think of disappearing..._ ' he said inwardly. There was still no change. But blue sparks of electricity began to emit off of his right hand, crackling off the wall he placed it against.

"Ribbit?!" Tsuyu croaked in surprise upon hearing it.

"Dark Shadow!" Fumikage called out.

"Got it!" the entity coming out from his torso responded, lunging out towards the corner. A tingle went off in Miles' head, causing him to immediately jump up and stick to the ceiling, evading the attack.

"Oh crap..." he muttered in realization. He had blown his own cover, though he didn't know how exactly.

"I'll get him!" Tsuyu declared, shooting her tongue out towards him. Before he could react properly, she had already wrapped his right hand in her tongue. All of a sudden though, the blue electricity reappeared upon his hand and crackled, surging into the girl's tongue.

ZAP!

"RIBBBBBITTTT!" she croaked out before falling onto the ground, appearing to have been knocked out from the sudden attack.

"Asui!" Fumikage screamed in shock.

"Uh... what just happened?" Miles asked, looking at his right hand, which was no longer sparking.

" _Miles, what's going on?!_ " Momo asked through the communication line, catching his attention as he flinched, " _Did you get caught?!_ " she inquired.

"Uh... yeah..." he sheepishly admitted. Boy, he really needed to find time to train. Especially with not one, but two new powers apparently at his disposal. "I think the frog girl's down, so I just gotta get bird dude..." he told her.

" _Just lead them away from the weapon however you can!_ " Momo advised seriously.

"R-Right..." Miles stuttered. She definitely sounded annoyed by the news.

"Dark Shadow!" Fumikage bellowed.

"I got him!" the entity declared, lunging out at Miles with his claws readied.

"AH!" he yelped, jumping away. He was about to shoot a web line to attach to the ceiling from his left shooter, only for nothing to happen. "Huh?!" he exclaimed before hitting the floor, "OW!" he yelled in agony, rolling to a stop on his stomach.

' _Oh right... She has it..._ ' he grumbled inwardly in realization.

"Dark Shadow, attack!" Fumikage called out quickly. His commanded entity lunged out at Miles again, making him react as he leapt up and stuck to the wall, firing off a web line from his right shooter to attach to his opponent's chest. "Huh?" he uttered in surprise.

"Got you n-!" Dark Shadow smacked Miles aside before he could finish his remark, snapping the line in the process. He slammed into the wall at the end of hallway, groaning as he slid down it.

"If you could take anyone out in a single blow like so," Fumikage began, narrowing his eyes onto his foe, "then you're obviously the most dangerous one to deal with..." he noted as the entity he summoned loomed beside him.

"Ugh..." Miles groaned, getting onto his feet as he stumbled forward. Dark Shadow lunged out at him again, causing another tingle to go off in his brain. He ducked to avoid another swipe and then ran out towards Fumikage, who widened his eyes.

"Dark Shadow!" he shouted, making the entity dash after the running Miles. He had a feeling that Dark Shadow would respond to every command Fumikage issued, so he'd chase him around the whole building if he had to. What made things slightly more difficult was the fact that it hit him like a truck earlier. He was fortunate that he was still conscious after that. And that gave him an idea...

"Heads up, Bird Boy!" he quipped, sliding by his opponent.

"Huh?" he uttered in confusion before being accidentally struck by Dark Shadow.

"S-Sorry, Fumikage!" it apologized with a stutter as he landed on the floor on his backside.

"It's... all right..." he grunted out with clenched teeth, about to push himself up. However, a web line suddenly attached to his back, yanking him over in a yelp. Momo nervously tapped her foot against the floor as she stared at the barricaded door. Almost ten minutes had passed since Miles had gone off on her order to scout the enemy team. Just then, a horn went off.

" _THE VILLAIN TEAM... WIIIIINNNNNSSS!_ " All Might's voice echoed through the loudspeakers. Momo widened her eyes and gasped, tapping the communicator in her ear.

"Miles, did you capture  _both_ of them?" she guessed, blinking out of shock.

" _Yeah... it was tricky though..._ " he replied honestly. Down in the hall, he was helping Tsuyu get back onto her feet as she was waking up. Fumikage stood by, brooding over his loss.

"Your Quirk's really amazing, Miles," Tsuyu complimented as she had fully recovered, "I didn't know you could zap people..." she mentioned.

"Heh, neither did I..." he retorted with a chuckle. Though his team emerged victorious in the mock battle, he still had a long way to go...


	9. SEASON ONE PART IX

Miles took a deep breath and sighed audibly. With Tenya being the class representative, he was certainly taking his duty of organizing his classmates way too seriously. Class 1-A was assigned to do rescue training down at another facility in their costumes, so they'd have to take a bus. The currently unmasked Miles pulled out his phone and started looking at his playlist, hitting shuffle as he boarded the bus. Though it wouldn't be a long drive, he'd definitely have time to listen to one or two songs.

"The bus' open layout ruined my boarding strategy..." Tenya complained, moping in his seat. As the conversation between the group continued to the point where Katsuki was yelling at Tsuyu and then Denki, Miles put his headphones onto his ears and hit play on his phone. He hoped his favorite song would drown out the shouting.

"Hey, you forgot to plug those in," a voice next to him pointed out, catching his attention as he looked over at Shoto, who was sitting in the same section he was in.

" _Needless to say, I keep her in check~,_ " his phone echoed, causing some of his classmates to perk up, " _She was all bad-bad nevertheless~,_ " it continued.

"Oh, sorry!" Miles yelped, fumbling the cord to his headphones in his hands with his phone, about to plug it in.

"Hey, what song is that?" Kyoka asked, having overheard the tune as she unplugged her earlobe jack from her own phone to listen.

"Is that an American singer?" Denki questioned. Before long, Miles was being bombarded with questions about his music left and right. He felt like Izuku when they were being bombarded by reporters just the other day.

"It's uh... a song by Post Malone with Swae Lee..." he explained with a stutter, blushing a little, "It's called Sunflower," he added.

"Sounds pretty cool," Kyoka admitted with a grin, "Would you mind letting me see your playlist later?" she asked. Miles blinked in surprise.

"Uh... sure," he answered nervously. A girl liked his music? Then again, he never really associated with anyone back in middle school other than Izuku... Mina snapped her fingers.

"Man, this tune's got a great beat!" she exclaimed, "I kinda wanna dance to it!" she admitted, getting onto her feet.

"Sit down!" Shota suddenly yelled, causing everyone to immediately silence themselves and stiffen in their seats, "And turn off that music," he advised towards Miles, enticing him to quickly hit the pause button on his phone, "We're almost there," he pointed out. Taking off his headphones and putting them aside with his phone, Miles took out his mask and pulled it down over his head. He was ready to try and prove that he was the next Spider-Man again.

And then all hell broke loose...

Villains attacked the U.S.J. facility, leading to the entire class getting separated into groups. Miles found himself submerged in the water of the Shipwreck Zone, desperately swimming up to the surface to get air.

"HUH! HUH!" he breathed out rapidly, pulling off his mask partially so he could take in oxygen more effectively. What happened? One moment, a villain with a misty body had surrounded him and the entire class, and the next thing he knew, he had fallen into the water. He looked back towards the entrance. It seemed as if some of his classmates were still there. He didn't have time to worry about that as he suddenly felt something wrap around his body and pull him underwater in a gasp. His whole body turned camouflaged with the water as he was brought down, struggling within the binding he was in. He was definitely scared at that moment. But he then noticed that the binding he was in was actually a long tongue. And then he found that it originated from Tsuyu, who reeled him in.

"You all right, Miles?" she asked after retracting her tongue. His eyes widened as he uncamouflaged himself. She could talk underwater?! A tingle went off in his brain, enticing him to look up and see several figures swimming above them. "Hey, over there!" Tsuyu exclaimed, catching his attention as she pointed towards a figure nearby. It was Izuku, swimming up to the surface. And a shark-like villain was closing in on him. Before he could react, Miles was grabbed by Tsuyu as she quickly swam towards their classmate. She kicked the villain in the face to knock him away, followed by wrapping Izuku in her tongue to pull him with her as they hurried to the surface. After emerging from the water, Miles took quick breaths of air as Tsuyu put the freckled boy onto the deck of the boat.

"Thanks, Tsu..." he breathed out, steadying his breath.

"You're welcome, Miles," she responded with a smile, "Let's get on the boat," she advised.

"Yeah," he agreed, swimming with her. The two had yet to realize that the sudden attack would lead to something even more frightening...


	10. SEASON ONE PART X

"Okay, so what's the plan?" an uncamouflaged Miles asked Izuku and Tsuyu. Stranded on the lone boat in the middle of the water surrounded by villains, the trio had few options. Waiting for the heroes would likely take too long, but trying to fight back and save themselves seemed just as fruitless.

"Maybe you could web-swing us out of here?" Izuku suggested with an arched eyebrow. Miles tested his shooters. Only a weak spray of fluid spilled.

"Ah dammit, they got water-logged..." he muttered in frustration, taking them off of his wrists and shaking them. It's not like they were working before anyways. Other than a few lucky instances, they were practically useless. And in this situation, he was just as useless.

"There must be another way we can all get out of here," Tsuyu noted, placing her finger onto her chin, "After all, both of you are super strong, right?" she inquired to the two boys.

"Well, my strength's a double-edged sword..." Izuku noted as he balled his right fist.

"And I don't really have command over my... other powers..." Miles mentioned, looking at his open hands. A tingle went off in his brain. He looked up and gasped. The other two glanced over and widened their eyes as well. Coming down onto them was an enormous arm of water. "LOOK OUT!" Miles screamed, shoving Tsuyu into Izuku to knock them away as the arm struck him and cut the ship in half.

"MILES!" Izuku yelled in fright. Now submerged in the water, the superhero hopeful slowly opened his eyes and widened them to see several villains closing in.

"Let's get him, boys!" one cried out. Miles' eyes widened. His fingers crackled with electricity. In fact, his whole body was sparking. He was very afraid in that moment, curling up in a ball as the jaws of the shark-like villain were ready to gnaw on his costumed flesh. But before he could touch Miles, a burst of energy suddenly shot out from his body, blowing him and every approaching villain back. Above the surface, the water rippled.

"What was that?!" Izuku yelped, holding onto the boat railing with Tsuyu. They hoped Miles was okay. The freckled then blinked in realization. "Asu- Tsu, can you do something for me?" he requested, quickly correcting himself.

"Ribbit?" she croaked in confusion, perking up. Miles was unconscious underwater. The sudden shockwave that came out from his body evidently affected him as well as the villains who were left stunned and practically paralyzed in the water. By the time he woke up, he was flying through the air.

"What the...?" he uttered out, glancing over to see Tsuyu holding onto him in her right arm while pulling along Izuku with her tongue. He looked back to see the villains all floating in the water, fainted. Though he hadn't seen it, Izuku had taken advantage of the stunned villains by performing an attack on the water, making them all diverge to the epicenter. He and Tsuyu actually used the web fluid that Miles had in his shooters to have them get stuck together once the water converged.

"Are you okay, Miles?" the frog-like girl asked as the boy removed his mask to take quick deep breaths.

"Yeah... I think so..." he answered slowly. As if he wasn't having enough trouble with learning about all his powers, now he had the ability to create shockwaves. "What the hell was that spider juiced with...?" he wondered aloud.

"What was that, Miles?" Izuku asked as he put his elbow guard around his broken fingers.

"Uh, nothing!" he stuttered out, slipping his mask back on, "So what now?" he inquired to his classmates, "Run to the entrance?" he guessed, pointing towards it. Izuku looked over at the fountain, seeing where Shota was still fighting off the villains. After some deliberation, the trio decided to check and see how things were with their teacher. Once they saw him get defeated by the monstrous creature, they knew that they needed to run. But then the misty villain showed up again, stating that a student had left the U.S.J. and was on the way to the school to get backup. Along with the ringleader and the monster was one other masked figure. He was of above average height in a purple and black costume that included a mask and a cape. He also had metal boots and mechanical gauntlets. Miles stared out at him with intrigue. For some reason, that masked man was drawing his attention more than the others. He was suddenly snapped away from those thoughts when the man known as Shigaraki dashed over and attempted to grab Tsuyu, only for Shota to erase his Quirk as he was about to grab her face. The monster slammed Shota's head into the ground again. Izuku and Miles reacted, attempting to punch the villain with all they had. A huge shockwave blew out from the impact the former made, but neither him nor his friend even struck. Izuku was stopped by the monster, while Miles was pinned to the ground by the caped villain.

"Good work, Nomu..." Tomura complimented, "And you too, Prowler..." he added. The name of the villain pinning him had peaked Miles' interest. He had heard that name before, but he didn't have time to think about that. Izuku was about to get pummeled by Nomu. Tsuyu was going to be disintegrated by Tomura.

"Don't move, kid," the villain called Prowler advised, drawing the claws of his right gauntlet. Miles shut his eyes. He and his friends were about to all die. Or so he thought.

THWIP!

Three separate lines of webbing attached to the backs of the U.A. students and pulled them away just before they could be attacked.

"So a pro already showed up, huh?!" Tomura yelled angrily, turning and widening his eyes to see who it was.

"Ugh..." Miles groaned, rubbing the back of his head.

"No way..." Izuku uttered out with widened eyes, catching his attention as he looked to see the shocked expressions on both his and Tsuyu's faces. He then saw what had surprised them. They were staring at the red spider insignia upon the back of Spider-Man's costume, as he was standing right in front of them.

"All right, time for you guys to go!" he advised immediately without turning his head. All three students remained still, sitting on the ground.

"Sp-Sp-Spider... Man?" Miles stuttered, evidently stunned.

"Hey kid, I said-!" Spider-Man stopped himself the moment he felt the tingle in his brain while staring at Miles. He could feel it, too. "You're... like me..." he slowly realized.

"...That's impossible!" Miles whispered aloud, blinking rapidly.

**Notes for the Chapter:**

> This is the end of Season One! Season Two will begin in one week's time! Any suggestions as to what to focus on are welcome!


	11. SEASON TWO PART I

Miles just stared up at his bedroom ceiling from his bed, contemplating all that had happened at the USJ earlier today. After the miraculous rescue by... whoever it was dressed in the Spider-Man costume, All Might had arrived and defeated the monster known as Nomu. Then Tenya returned with the rest of the teachers to defeat the remainder of the thuggish villains. The only ones who escaped were Tomura, Kurogiri... and Prowler...

' _No... it couldn't be..._ ' Miles muttered inwardly, rolling over onto his side.

"¡Miles, la cena está lista!" Rio called out, catching his attention as he sat up.

"De acuerdo mamá," he responded, getting onto his feet and walking out. The two enjoyed a nice small dinner together at the table as Miles slurped on what was left of the ramen in his bowl. He was still thinking about Spider-Man.

"I heard that it wasn't just All Might who saved you," his mother noted, starting up a conversation as he perked up.

"Oh, uh, yeah..." he stuttered, glancing off to the side, "I... don't think it's the same guy, though..." he admitted.

"Neither do I," Rio agreed, "But that doesn't mean someone else can't wear the mask," she pointed out with a grin, "Like you for instance," she remarked, causing him to widen his eyes in surprise. They shared a chuckle.

"Hey... can I invite Izuku over for dinner tomorrow?" Miles asked curiously, getting up from his seat and taking his dishes to the sink.

"Of course!" his mother replied, "And invite his mother, too!" she recommended excitedly, "I wanna tell her all about how amazing my son is!" she exclaimed, causing him to grin and blush out of embarrassment.

"Oye, mamá..." he grumbled with another chuckle, causing her to laugh a little as well. She was relieved that her son was unharmed from the attack and wanted nothing more than a normal dinner to alleviate any ill feelings that were still on his mind. Still, she couldn't help but have that foreboding feeling that the attack could have resulted in her son's death had it not been for All Might or the Spider-Man lookalike. Sauntering back into his room, Miles stared over at the tattered and crumpled poster of Spider-Man that hung upon his wall. It was always a reminder of how he promised himself that he would do his best to try to be a hero, even if he was powerless. Quirkless. That's what his father was.

**FLASHBACK**

_Spider-Man was in the fight of his life. Not only was he forced up against a mutant Green Goblin, a cyborg Scorpion, and the notorious Prowler, but also the crime lord of New York, Wilson Fisk. Also known as Kingpin. Punches and kicks were thrown left and right. Police had been told to be on standby in case of trouble._

_"Huh... Huh...!" Miles breathed out in a panic as he ran. How the hell did he end up in the middle of this?! For some reason, he was wandering around what he initially thought was an abandoned warehouse to do some spray paint graffiti, only to find out that it was Kingpin's base of operations. Thankfully, Spider-Man saved him and gave him the opportunity he needed to escape._

_"Miles!" a voice cried out, catching his attention as a pair of arms grabbed him and immediately pulled him into a tight embrace. His father's embrace._

_"D-Dad..." he stuttered out, managing to break free of his tight hold to see the grateful look in his eyes._

_"Is he still in there?" he asked Miles, who perked up. Crashing metal and yells were heard all throughout the surrounded warehouse._

_"Dad... I-I'm sorry for..." Miles tried to apologize, tearing up and crying out of fear._

_"It's okay, Miles," his stepfather reassured, placing his hands onto his shoulders, "Just stay here for now, please," he requested, stepping forward past him, "I'm going in first!" he shouted to his fellow officers, "I'll radio for backup in a few!" he added, running into the building._

_"Officer Jefferson!" one man yelled._

_"Dad!" Miles cried out. But it was too late. His father had already entered the warehouse. And then it became engulfed in flames..._

**END FLASHBACK**

Miles shut his eyes and scrunched his nose. That was a memory he didn't want to go back to. Spider-Man died and so did his father. He had always heard that despite Spider-Man being somewhat of a vigilante, he always had the nature of a true hero. That's what his father was to him. That's what he wanted to be.

PLINK!

"Huh?" he uttered, looking over towards his bedroom window. He could've sworn he heard something...

PLINK!

Another rock had struck the window. Miles immediately ran over and opened it. He glanced around left and right, but nothing was in sight.

"Psst!" a voice whispered; a familiar one. Miles slowly glanced down to see Spider-Man upon the wall right below his window sill. "Hey," he greeted with a wave.

"AH!" Miles yelped, falling over onto his butt. How did Spider-Man find him?! What was he even doing here?! How'd he even come back to life?! So many questions were ringing through his head. He felt like Izuku at that point, wanting to ramble on awkwardly.

"So you're the me from this world, huh?" Spider-Man guessed, tilting his head to the side. Miles raised an eyebrow.

"Th-This world?" he stuttered out in confusion. What did that even mean?

"I mean... you're a Spider-Man like me, right?" the hero questioned back, removing his mask to reveal his face. Miles' eyes widened. He really thought he was seeing ghosts. So much so that he passed out. "Oh, great..." Peter grumbled.

**END**


	12. SEASON TWO PART II

"So... I'm dead?" Peter guessed with a raised eyebrow. He and Miles were sitting atop the roof to the latter's apartment building, letting their legs dangle over the edge. After waking back up, Miles was faced with having to explain things to Peter. And he explained everything. Vividly. And it was hard for him. "Hey, if this is touchy, you don't need-"

"No," Miles interjected as he clutched his t-shirt, "...You deserve to know what happened," he stated firmly.

"Huh..." Peter breathed out. This was a lot to take in. He died two years ago? Yeah, a lot to take in. "You said your name is Miles, right?" he inquired.

"Yeah..." Miles replied, staring out at the Musutafu horizon, "What did you mean when you said... you're not from this world?" he asked out of confusion.

"Hoo..." Peter breathed again, "That's... a weird story..." he admitted, causing Miles to arch an eyebrow, "You see, a couple weeks ago..." he began to tell. The story was complex, but Miles could understand the basics of it. Apparently, Peter was from a parallel universe and was somehow warped to this one. How exactly?

"Y-You don't know?" Miles stuttered.

"If you think I did, I wouldn't be here, would I?" Peter retorted in question, making Miles blink in surprise "Anyways, my Spidey-Sense kept going off once I found myself here in Japan," he continued, "I wound up at that training facility and ended up saving you guys from that monster thing," he told him, "Of course, that big guy really helped," he mentioned. Miles let off a chuckle.

"Yeah, All Might's somethin'..." he agreed.

"That's what he calls himself?" Peter inquired, laughing a little, "Well, I've heard worse from the bad guys..." he pointed out, hollering with laughter. Miles joined in for a moment, but his expression started to contort into one of worry.

"Hey... are you... gonna need to go back home soon?" he inquired to him, making him perk up.

"Well, I'd like to go home ASAP..." he admitted in reply, "but I know there are plenty of other guys in my world who'd take care of things for me," he stated, much to Miles' surprise, "Besides, I can't leave this universe without a Spider-Man," he mentioned. Miles blinked in confusion.

"But... I'm the new Spider-Man..." he responded, "I mean... I'm going to be once I graduate..." he corrected, standing up with Peter, "You see... I go to this superhero high school..." he started to explain.

"This seems like a good a spot as any," Peter noted, staring out at the streets below.

"G-Good spot for what?" Miles stuttered. Peter tossed something his way. He caught it in his hands, seeing that it was once of Peter's web shooters. It was much more compact and had a sleeker design. He stared at it in wonder.

"I think you should have at least one lesson in web-swinging," Peter said, causing the U.A. student to widen his eyes in realization.

"Oh, no, no, no, no!" he repeated pleadingly to catch his new instructor's attention, "I can't just web-swing wherever I want!" he exclaimed, "There are rules in this world about using Quirks!" he pointed out.

"That's what they call superpowers?" Peter inquired, chuckling again.

"Seriously..." Miles muttered, "I can't just... use my powers however I want..." he pointed out, stuffing his hands into the pockets of his jacket, "Even though I want to..." he confessed quietly. Peter heard.

"Just one quick swing around the block?" he offered. Miles perked up.

"This is crazy, this is crazy, this is crazy..." he repeated to himself quietly as he put on the web-shooter over his right wrist moments later. Because of how small his wrist was in comparison to Peter's, the device felt loose. Nonetheless, he was able to curl in his fingers and shoot out a web line that attached to the roof of an adjacent building.

"Don't worry, I'll be right behind you," Peter reassured. Miles rolled his eyes. This was a bad idea. But he had to practice swinging somehow, right? He closed his eyes and jumped. He felt like a pendulum going from one end to another.

"AH!" he yelped as he saw that he was about to hit a wall.

"Hey, double tap to release and then thwip it out again!" Peter instructed.

"That sounds like some kinda video-! OOF!" Miles grunted as he smacked into the wall face first, interjecting himself. Peter cringed.

"Yeah... we're gonna need to do some work..." he realized as he rolled his eyes.


	13. SEASON TWO PART III

After a few days, Miles was getting the hang of swinging around. Well, mostly. For one, Peter advised that he remake his web shooters to make them more compact. Though he was willing to make them himself for Miles, the U.A. student refused. Miles knew that Peter wouldn't always be around, so he wanted to make sure he could create the perfect shooters without him around. Now that he had the instructions as to what to do, he was ready.

"I can use my shooters?" he inquired to his bandaged homeroom teacher with an excited grin of anticipation after asking him about the upcoming Sports Festival.

"Yes, but only if you've made them yourself," Shota replied, "If you wanna prove that, I'd suggest you'd make them in the development studio where Power Loader and the Support Course students are," he advised.

"Y-Yeah, got it," Miles responded with a stutter. He was elated. Not only would he be able to show off his spider-like powers, but also use tools he created. Now he had a firm plan. When the day would end, he'd be in the development studio for an hour building the web shooters and the fluid for them, then he would meet Peter by his apartment for a couple hours of training. It seemed like the perfect plan... except that he no way to get into contact with Peter. Not to mention that he hadn't told him about his other two powers. Ones he had no idea how to control. The final bell rang, snapping him away from his musings as he gathered his things. He was about to put on his headphones until he felt a finger tap his shoulder. He looked to see that it was Tsuyu.

"Must be weird knowing that Spider-Man's still alive..." she said, causing him to blink in surprise.

"Oh, uh, yeah..." he stuttered in agreement, "I mean... it might just be somebody with the same kinda Quirk..." he pointed out nervously.

"I guess so..." Tsuyu concurred, placing her finger onto her cheek curiously, "But I wonder how he could've survived what happened two years ago..." she added curiously, making him blink in surprise.

"You... know about that?" he wondered, evidently stunned.

"It was in the news for a while since that day," Tsuyu replied, letting off a croak, "Plus, I hear he's pretty famous in Japan, too," she mentioned, Miles chuckled a little. Of course there were people who know of the famous web-slinger. But as he was about to strike up another conversation with her, a tingle went off in his brain. His Spider-Sense again, though it wasn't for danger. He noticed an abundance of people standing right at the door, likely from other classes. Katsuki seemed to be glaring down most of them while shouts rained down from the crowd. But that wasn't who he focused on. Instead, it was the blonde haired girl who had a piercing upon her right eyebrow. She narrowed her eyes onto him as he did the same to her.

"No way..." Miles uttered in realization, widening his eyes.

"Everything okay, Miles?" Tsuyu asked, having noticed his reaction.

"Uh, yeah, yeah!" he stuttered repeatedly in reassurance before walking off, "I'll see you later!" he promised, waving goodbye. He looked back out at the crowd in front of the Class 1-A door and saw that the girl had disappeared.

' _No, it couldn't have been..._ ' he grumbled inwardly, squeezing through the array of students in front of the classroom on his way to the development studio. Unbeknownst to him, the girl that caught his eye stared at him curiously from afar.

"Well... guess I found this world's Spider-guy..." she noted to herself.


	14. SEASON TWO PART IV

The day of the Sports Festival had arrived. And by some miracle, Miles had finished his new web shooters in the development studio. Power Loader was glad to inform Shota that he had done so all by himself, making the items eligible for use during the events. While he was working on the shooters, Miles also practiced with Peter, swinging around the block, practicing his swings, zips, and even a few tricks to show off for the festival ahead. Since Peter obviously knew nothing of the upcoming contest, he just wished Miles good luck and promised to watch from somewhere. Wherever that would be, Miles didn't care. He was just happy to have a mentor.

"Man, Miles... you're so lucky!" Denki complained from the waiting room Class A was in, getting his attention.

"Heh," he chuckled, putting on his new, bright red web shooters, "Not lucky..." he started to say, "just smart," he remarked, setting his left one firmly onto his wrist, followed by his right.

"Those shooters weren't exactly useful in combat training, nor did you use them during rescue training..." Fumikage mentioned, chiming into the conversation, "Are you certain they'll be of use to you now?" he questioned to Miles.

"Yeah, they will be," he answered with a confident grin. But that soon vanished once he overheard Shoto confronting Izuku. Apparently, it had become obvious to him that All Might had some sort of special relationship with the freckled teen. Things got testy when Eijiro stepped in to break up the declaration of war, followed by Izuku stating that everyone's going to be trying their hardest, including himself, to aim for the top.

"Fine," Shoto responded. His cold and emotionless expression spoke volumes. Miles stood up from his seat and walked over to Izuku's side.

"Better not count me out," he said, catching Shoto's attention along with the others', "I've got quite the handicap for this, too," he pointed out, gesturing towards his web shooters. Shoto narrowed his eyes. For some reason, he felt that his classmate was also hiding something about himself and another hero...

Moments later, everyone was outside in the stadium. The whole place was packed with cheering fans. Miles wished his mother was in the crowd. As the U.A. freshman courses filed in one by one, a tingle went off in his brain again.

"Ah..." he groaned audibly, rubbing at his head.

"You okay, Miles?" Tsuyu asked, standing beside him as the opening ceremonies were closing.

"Uh, yeah," he replied, glancing around the stadium. His Spider-Sense wasn't triggered because of danger, but rather because of... He widened his eyes. Unlike everyone else wearing their standard U.A. gym attire, someone was wearing a full white and black costume with ballet-like, sky blue shoes, a hood with a web-like pattern of magenta and white on the inner half, and a mask.

"She must be from support if she's got all that on..." Tsuyu realized, causing him to perk up.

"Uh, yeah, yeah..." he repeated. Who exactly was that person? Was it the girl he saw a while back? He didn't have time to think about those questions as Midnight announced the first event: the obstacle race.

"Hey, am I late for the games?" a disgruntled Peter asked, costumed and all as he landed in front of Kamui Woods and Death Arms just outside the stadium. They gasped and widened their eyes.

"Sp-Spider-Man?!" Kamui stammered.

"Oh, right... I'm supposed to be dead here..." Peter realized, inwardly berating himself for forgetting that fact. Inside the stadium, Miles took a ready stance as the start lights went out one by one slowly.

' _Peter... Mom... I hope you're watching!_ ' he exclaimed through his thoughts just as the final light dimmed out, followed by a loud horn that gave the competitors the signal to go. Once many of them were in the doorway though, Miles found himself squeezed between one student after another as he tried to squirm his way through. Then he saw the building ice. He grimaced and quickly fired a web line onto the ceiling. He quickly pulled himself up to the ceiling to evade the ice as it froze the feet of many students in place one by one. Even though he was mostly surprised for the moment, he also found himself grinning excitedly. His shooters were working. He quickly zipped by those slipping on the ice with the web lines, even passing Katsuki.

"HEY!" he yelled angrily, "WHERE DO YOU THINK YOU'RE GOING, YOU SPIDER-MAN WANNABE?!" he bellowed in his usual rage-filled demeanor.

"To the finish line! Where else?!" Miles retorted, firing off a web that struck Katsuki's mouth, shutting it. His face looked even angrier, much to Miles' amusement as he saw him attempt to rip the webbing off. Now the only person in front of Miles was Shoto. He quickly caught up to him, much to his surprise as he saw him swing past. "Told you not to leave me out!" he remarked, zipping past him as he shot out another web line.

' _Okay, I'm in the lead..._ ' he realized inwardly as a trickle of sweat flew off from his face, ' _All I gotta do is watch out for the obstacles and-!_ '

WHAM!

"AH!" Miles yelped as he slammed into the ground. His thoughts were interjected by his Spider-Sense, but it came too late as something struck him. He glanced out and gasped to see that it was one of the robots from the entrance exam. And it wasn't alone.

" _TARGET ACQUIRED, TERMINATE,_ " it stated. Miles gulped. This was going to be harder than he thought.


	15. SEASON TWO PART V

"Shit, shit, shit, shit!" Miles cursed repeatedly as he zipped web lines around the first stage, which Present Mic titled the 'Robo Inferno'. It was actually a struggle to get around all the robots, especially the ginormous zero-pointers. His other classmates, save for a few, were having an easier time getting around the robots. Shoto especially had an easy go since he took care of the first zero-pointer, even obstructing some of his own classmates in the process. Now he had the lead, and Miles was falling behind. He hadn't spotted Izuku since the start of the race, so he assumed he was one of the few lagging behind.

' _Okay, gotta relax and get around-!_ '

**BOOM!**

"WAH!" Miles yelped as one of the zero-pointers exploded, also snapping his web line in the process. He was able to shoot out another one without a problem and land on the ground safely. Looking back after a few quick breaths, he saw that Momo had created a cannon to take out all of the ones that remained. He gulped.

' _Better not get on her bad side..._ ' he remarked inwardly, running off. Back outside of the stadium, Peter had his mask partially off as he sipped on a soda through a straw.

"Ah..." he sighed contently, "So... I'm pretty sure you're wondering what I'm doing here..." he awkwardly noted to the plethora of heroes surrounding him. As soon as people started learning of his return, they flocked over to see for themselves if it was true.

"I can't believe it!" Mt. Lady shrieked delightedly.

"It's just too good to be true!" another exclaimed. So many heroes were awed and amazed at the one and only Spider-Man being their presence, but they didn't realize he was the only one... He slurped on his drink casually and looked up at the big screen displaying the race. Miles was no longer there, but he noticed something oddly... familiar...

"AHAHAHAHAHAHA!" the pink haired support course student laughed as she traversed the gaps of 'The Fall'.

"This is so unfair!" Mina complained as she flailed her arms.

"Mei's at it again, huh?" a female voice chimed in, catching Mina and Ochaco's attention as they looked to see the white costumed girl trot up in between them, "Boy, she really likes to show off those gadgets..." she grumbled, stretching out her arms.

"Uh... you're from support, too... aren't you?" Ochaco guessed, sounding somewhat unsure. The costumed girl chuckled.

"What gave it away? The look in my eyes? The dexterity of my fingers?" she inquired jokingly, causing Ochaco to blink in confusion, "Heh, kidding," she laughed, walking towards the edge of the cliff, "Name's Gwen if you're wondering," she introduced, standing right at the ledge as the two girls watched on worriedly, "Gwen Stacy," she added.

"Um... you're getting a little too close to the edge there..." Mina pointed out nervously.

"Ah, don't worry about me," Gwen reassured, "Besides, you might wanna worry about keeping up," she remarked bluntly, causing the pair to widen their eyes in surprise. Before either of them could retort, Gwen fell down the cliff.

"AH!" they gasped simultaneously, going over to the ledge to see what had happened. Needless to say, they were shocked to see what happened next.

**THWIP!**

Gwen was shooting out web lines from her wrists, traversing the wide crevice filled with columns as she swung about freely. She even caught up to the gadget girl from earlier, who gasped to see her pass by.

"Slowpoke!" she taunted, zipping off with another line she shot out.

"No way..." Mina uttered in disbelief, "She's got support gear like Miles'..." she noted aloud as her mouth gaped open.

"Who's got gear like mine?" Miles' voice asked, catching her attention as she and Ochaco turned to see him there with his hands on his knees. He was exhausted, breathing heavily. Getting through the robots was definitely easier said than done.

"That girl with the weird white costume..." Mina responded, "In fact... it was kinda like yours..." she added as she narrowed her eyes in thought. Miles was really intrigued now about who the mysterious girl was. Why'd she trigger his Spider-Sense in the first place? Right now though, he had no time to worry about that. He had to get back in the race. Thankfully, traversing the fall was easier for them than it was for most thanks in part to his web shooters. Now only one obstacle remained.

"You've gotta be kidding me..." he grumbled aloud as he saw the mine field in front of him. Explosions of pink smoke were happening left and right. Ahead, he saw Shoto carefully trekking along until Katsuki caught up to him. They were practically duking it out for the lead as they ran.

"Wow, those two are something," a voice noted, causing Miles to yelp in surprise as he saw that it was Gwen standing next to him.

"Hey, you're-!"

"Listen," Gwen interjected, "I know you're the Spider-guy of this dimension, so let's talk once this is all over, 'kay?" she offered, suddenly jumping ahead after the other students.

"Hey, wait!" Miles yelled, chasing after her while being careful not to step on any mines. Moments later, his Spider-Sense went off again. A massive explosion; one more powerful than the others, had gone off and sent someone flying through the air. That someone was Izuku. Miles thought he had been left behind, but now he was taking the lead back. Unfortunately, that didn't seem to sit too well with Katsuki and Shoto as they chased after him. It came to the point where Izuku was falling to the ground, but flipped himself over at the last possible second, slamming the metal board he had against the ground to set off more mines to blow them back while also propelling himself forward.

"DAMMIT!" Katsuki cursed through the pink smoke surrounding him and Shoto. They were ready to give chase to Izuku until they both felt something latch onto their backs, causing them to look back for a moment.

"'Scuse me, boys!" Gwen remarked as she zipped past the two Class A students, having shot web lines onto them to propel herself forward. She chased after Izuku through the path leading back to the stadium as everyone hurried to the finish line. Ice was building, explosions were booming, web lines were shot, and footsteps were heard through the hallway leading back into the stadium. Only one took first place though.

" _IZUKU MIDORIYA IS OUR CHAMPION!_ " Present Mic announced through the loudspeaker as the freckled boy was the first to arrive. The one to make it second was Gwen, who took quick breaths before trotting up to the winner.

"Hey, congrats!" she complimented, catching his attention as she saw her pull off her mask to reveal her face as her hood went down, "Gotta say, that was some quick thinking back there with that metal panel of yours..." she noted.

"Uh... th-thanks..." Izuku stuttered in reply. He still wasn't used to talking to girls yet...

" _WHHHHAAAAAAATTTT?!_ " Present Mic suddenly screamed, " _THE RACE'S SECOND PLACE FINISHER... IS FROM THE SUPPORT COURSE?!_ " he questioned loudly. That caused Izuku to perk up in shock. A girl from the support course had caught up to students in the hero course? Who was she?

"Aw, dang it!" Peter complained as he hurried down the steps and looked over the railing. One by one, students were filing into the stadium. Sixteen total were there, but there was no sign of Miles. "Come on, kid..." he pleaded quietly.

"Crap, crap, crap...!" Miles repeated as he swung through the hall quickly, going past just a couple of remaining students.

' _Better shoot myself up to whatever place is left quick!_ ' he noted inwardly, firing off one last web line that attached to the ground outside. He slingshotted himself forward in an instant, having no regard for whatever would happen. He should have though...

**CRASH!**

A pair of yells caught the attentions of everyone gathered in the stadium ring. Izuku immediately recognized Miles' hair and gasped.

"Miles!" he cried out, hoping he was okay.

"Ugh..." he groaned, pushing himself up, "Okay, what place am I-?" He stopped and widened his eyes. He really should have thought about slingshotting himself. It turned out that he had crashed into Momo, who he was lying on top of and had his right hand upon her left breast. The two stared at the point of contact, and then each other. "Oh sh-!"

**SMACK!**


	16. SEASON TWO PART VI

Who knew Momo had such a strong hand? That's what Miles thought as his own extremity was against his smacked cheek, rubbing it gently. He was so caught off guard that he wasn't even able to apologize properly before the rules for the second event of the festival were explained. He had 125 points from being in 18th place. Now he just needed to find a team of two to four to put together.

"Hey, Morales!" Denki yelled, catching his attention as he saw him and Hanta jog over.

"Uh, Miles..." their classmate corrected. Guess it was just common courtesy in Japan... "You guys looking to team up?" he guessed, developing a grin. Both of them would be good teammates, especially with their Quirks.

"Sure!" Denki replied with a thumbs up, "On one condition though..." he added to Miles' confusion as he arched an eyebrow, seeing the Electrification Quirk user lean in with a devious grin on his face, "You gotta tell us how Yaoyorozu's boobs felt!" he whispered. Miles' face went red instantly. Though it wasn't unusual for teenagers like himself to be interested in girls, he just didn't want to talk about the... accident. And he had a sneaking suspicion that it was broadcast for the entire world to see. He shoved Denki aside with a frustrated grunt. If he was going to try and team up with him for such perverse reasons, then Miles didn't want any part of it. Five minutes were left. He had no one to team up with. Neither did Izuku...

"Are you sure we'll be fine with just three?" Setsuna Tokage asked Itsuka Kendo as she and Reiko Yanagi were gathered together with her.

"Honestly, I would've liked a full team," Itsuka admitted, folding her arms over her chest, "but pretty much everyone else is already grouped up," she noted, staring at the teams of two, three, and four around them while others were still looking for teammates, "Plus, Kinoko got knocked out in the first round, so not all of Class B is here..." she added with a saddened expression. Her classmates gave off similar looks.

"Hey ladies," a voice chimed in, catching their attentions as they looked to see Gwen approach, "Got room for one more?" she asked as she put her hands onto her hips. The Class B girls all glanced at each other in surprise.

"Uh... yeah..." Itsuka responded after a moment, "You're the second place finisher, right?" she guessed as the support course student walked up to them.

"Yep," she replied, pulling off her mask to reveal her freckled face and blonde hair, "Gwen Stacy," she introduced. Three minutes remained. Miles still hadn't found anyone. He looked over to see that Izuku had partnered with Ochaco and was talking to Mei, meaning he had two teammates on his side. Miles was frustrated. His best friend was already well ahead of him in getting a team ready.

"Hey, Miles," a familiar voice chimed in, catching his attention as he turned to see Tsuyu there.

"Oh, hey Tsu," he greeted, grinning a little, "Uh... I bet you saw that whole fiasco back there..." he muttered, blushing a little.

"Yeah," she replied as she placed his finger onto her cheek, "I'm sure Momo knows you didn't mean to do that," she reassured.

"I just hope my mom knows..." Miles grumbled, fearing the phone call he'd likely receive from Rio as he chuckled nervously.

"Anyway, you wanna team up?" Tsuyu offered to his surprise, "I don't know if you've already got a team together, but-"

"No, I really needed someone to team with, too," he interjected with a laugh. Tsuyu smiled. Now there was a minute and a half left.

"We should try to have at least one more person," Tsuyu advised as the pair walked around in search of another teammate. Miles' Spider-Sense went off again as he passed by Gwen, looking over at her as she did the same. To think that there was another person with spider powers in his world... But he had to ponder how. And why.

"You looking for one more?" a voice chimed in, snapping him away from his thoughts as he and Tsuyu turned to see Mezo there.

"Hey, you're... uh... Mezo, right?" Miles inquired, causing the six-armed teen to chuckle.

"And you're Miles," he retorted, "On a first-name basis, huh?" he guessed with a raised eyebrow.

"Well he's from America, so yeah," Tsuyu chimed in jokingly, "Ribbit," she croaked.

"Anyways, we'd love to have you on the team," Miles told Mezo, only to start to ponder that option, "We can't have you as a rider though... and being a horse would be a little tougher..." he realized, knowing that taking their heights into account, he and Tsuyu wouldn't be able to reach him.

"Why don't I be the only horse?" Mezo suddenly suggested, causing the two to perk up in surprise, "I'm a lot stronger than I look," he pointed out, gesturing towards himself, "I'm sure carrying the both of you on my back won't be much of a problem," he added reassuringly. Both Miles and Tsuyu beamed. Now they had a plan. After some deliberation and strategizing, Miles tightened the 420-point headband around his head. Mezo's arms surrounded him and Tsuyu as they were mounting his back, ready for the cavalry battle to begin...


	17. SEASON TWO PART VII

The cavalry battle was nothing more than a free-for-all. Everyone was after Izuku's ten million point headband, including Miles' team. Though he managed to break apart one of the hover soles Ochaco was wearing by using his yanking a piece off with his webs, Izuku's team still got away.

"What now, Miles?" Tsuyu asked as she placed her finger onto her cheek.

"If everyone else is going after Midoriya's headband, it might be easier for us to try and get points from other teams," Mezo suggested using one of his arms to form a mouth.

"Yeah, good call..." Miles' response was cut off as his Spider-Sense went off. He whipped around and grabbed something from behind. "OW!" he yelped. It felt like he grabbed a branch of thorns.

"Miles, Asui, what happened?!" Mezo asked immediately upon hearing him shout.

"Mezo, check behind us!" Miles replied, letting go of what had tried to take his headband. The Dupli-Arms Quirk user glanced over to see that a vine had reached into the small opening made between his arms from behind, coming from none other than Ibara Shiozaki, who grimaced in realization as she had been found out.

"It's Class B!" Mezo cried out, seeing their team run towards them.

"What should we do now?" Tsuyu asked as Ibara's vine finally retracted.

"Well, no time like the present..." Miles remarked in reply, "Mezo, open up!" he shouted.

"Got it!" Mezo responded, unfolding his extra arms to reveal his two teammates atop him. Before the Class B members could even react, Miles shot out a web line that attached to Tetsutetsu Tetsutetsu's headband at its numbers. With a strong pull, he yanked it off in an instant.

"Ah, hey!" Tetsutetsu yelled, seeing his new opponent catch the heaband and drape it around his neck, "Honenuki, stop 'em!" he commanded to his front horse.

"On it!" he replied, tapping the ground with his feet. The ground suddenly started softening up in front of him, causing Mezo's feet to sink into the field.

"Ergh! What the?!" he grunted, struggling to move. Miles and Tsuyu widened their eyes. Though they got a headband, now they were stuck. And more teams were closing in on them. Miles glanced out at the stands and saw Peter holding onto the railing tightly, hoping that he'd get out of the predicament.

"Come on, kid..." he begged. Miles' took a quick look at his surroundings. Two teams, both from Class B, were approaching from the back, and Tetsutetsu's was drawing near. Mezo was still sinking into the ground, so the only way they could get away from this was...

"Mezo, can you use your arms to glide?" he asked his multi-armed teammate, catching his attention.

"Yeah, why?" he questioned back. Miles recalled that Katsuki wasn't penalized for jumping off of his horses, so long as he didn't touch the ground.

"Tsu, hold onto him tight!" he advised before taking a great leap into the air.

"Miles!" Tsuyu exclaimed in shock.

"The hell's he doing?" Tetsutetsu wondered, arching an eyebrow. Miles flipped over and fired off a web line from his left wrist that attached to Mezo's back. Understanding what he was trying to do, Tsuyu held onto the Dupli-Arms Quirk user tightly.

"ERRRRRAAAAAGGGHHHH!" Miles yelled, pulling as hard as he could on his line. His left sleeve started to rip a little as his bicep bulged. Just as the Class B teams surrounded Mezo and Tsuyu, they were suddenly yanked out from the softened ground and flung up into the air. Miles landed onto Mezo's back, allowing him to spread his arms out and glide down safely to the ground.

"That was amazing, Miles!" Tsuyu complimented.

"Yeah, that really was something..." Mezo agreed, breathing heavily as was Miles. He chuckled, glancing up at the scoreboard. They had well over a thousand points, sitting pretty in second place. Then his Spider-Sense went off.

"Watch out!" Tsuyu suddenly yelped, stretching out her tongue to whip away a large hand intent on grabbing the band at Miles' neck. The enlarged extremity shrunk to reveal that it was Itsuka, who grimaced upon seeing that her plan had been foiled.

"Another Class B team..." Mezo muttered in realization. Miles grimaced. But he then noticed Gwen, slightly widening his eyes to see her. He disregarded it though, firing off a web line to try and snatch Itsuka's headband.

THWIP!

A web line shot out from Gwen attached to his and yanked it away before it could get the headband. Miles grimaced again.

"Wanna play tug o' war?" she offered jokingly, yanking harder on her line.

"Whoa!" Miles yelped. He would have fallen off if Tsuyu hadn't grabbed him from behind.

"Nice work, Stacy!" Itsuka complimented, "Setsuna, now!" she commanded to the greenish haired girl at her left.

"On it!" she responded, detaching her left hand from her arm as it moved towards Miles' head, much to his team's collective surprise.

"I don't think so!" Mezo yelled, grabbing the floating extremity before it could reach Miles. Itsuka enlarged her hands and tried to swipe at her target's headband again, but Tsuyu whipped them away again with her tongue.

'Crap, crap, crap!' Miles inwardly shouted. His team was between a rock and a hard place. He was basically stuck to Gwen's web, Tsuyu was doing everything she could to keep Itsuka away from his headband, same with Mezo dealing with Setsuna. Reiko had yet to do anything, or so he thought. As he tried to fire off his web shooter again, he suddenly saw them float off of his wrists.

"I got his support gear..." Reiko said in her monotone voice.

"Nice one!" Itsuka complimented, reaching her hand out towards Miles, "We'll be taking those points now!" she declared, about to snag both headbands. Miles had no choice but to arch back. And to everyone's surprise, he disappeared.

"Miles?!" Mezo yelped in shock. He didn't know that he had just camouflaged himself. But Tsuyu did.

"Miles, now's our chance!" she whispered into his ear, catching his attention. He wasn't sure exactly what she meant, but then he looked up at his floating web shooters. He had a chance now. An opportunity.

"Hey, where'd he go?" Peter wondered from the stands, having not seen Miles' disappearing act. All of a sudden, one of the floating web shooters shot out a line that attached to Itsuka's headband and yanked it off.

"Hey, what the heck?!" she yelped in shock. Miles then reappeared, landing on Mezo's back.

"Not a bad trick, Miles..." he complimented with a chuckle, "Got one more?" he asked, tossing aside Setsuna's hand.

"Maybe..." Miles replied, still breathing heavily as he made his web shooters were firmly back on his wrists, "Tsu, you mind giving me a boost?" he asked his female teammate.

"Not at all," she responded with a croak.

"Stacy, web his headbands!" Itsuka ordered to the costumed girl.

"Yeesh, I was gonna..." she muttered in response, firing off a web line that was aimed at Miles' forehead. He jumped up to evade it along with Tsuyu, while Mezo went ahead and ran past the group of girls.

"Hey, wait!" Setsuna yelled.

"Don't bother, he doesn't have the points!" Gwen advised, firing off another web aimed towards Miles. To her surprise though, Tsuyu wrapped her tongue around him and pulled him out of the web line's path, yanking him away.

"Adios!" he remarked in farewell as the girls watched on in disbelief. The two of them landed on Mezo's back, running as far as they could from their opponents they had emerged victorious against.

"Huh," Gwen huffed, sounding impressed, "Not bad..." she said to herself.

"Yeah, go kid!" Peter cheered, clapping wildly from the stands. Many others stared at him in confusion. Why was he so excited about Miles in particular? "That kid's gonna be great someday, trust me," he told the other spectators, continuing to clap.

"How are we looking on points?" Mezo asked in between breaths. Miles looked up at the scoreboard.

"Second place..." he uttered with a relieved chuckle.

"You wanna go after Midoriya's headband?" Mezo offered.

"I don't think that's such a good idea..." Tsuyu chimed in, catching their attentions, "The more headbands we get, the more of a target we become to other teams," she explained to them.

"Yeah, so let's keep what we got and stay out of trouble," Miles advised in response, "There shouldn't be much time-"

"Hey," a voice said.

"Huh?" Miles uttered. And then his mind went blank...


	18. SEASON TWO PART VIII

**LOOK OUT!**

"HAH!" Miles yelped in surprise. His Spider-Sense was practically screaming for him to do something. What had happened? He had heard someone call out to him and then... His Spider-Sense went off again, enticing him to look and see what was happening. Shoto's team was making a move, specifically with Denki. He was electrifying the area around him, shocking teams into paralysis. Miles' team was about to be hit. "Hey, Mezo!" he cried out to the Dupli-Arms Quirk user. He didn't respond. "MEZO!" Miles shouted, smacking the back of his comrade's head.

"OW!" he yelped in pain, blinking rapidly, "Miles, what the-?!"

"Look out!" his team leader interjected, causing him to turn and see the oncoming electricity. Reacting quickly, he jumped back to evade it. Miles had to grab Tsuyu as she almost fell off, looking as if she was in a daze, much like Mezo was...

"Tsu?" Miles uttered, lightly touching her cheek with his hand, "Tsu, you all right?" he asked, gently tapping her head. She still seemed dazed. He then put a little more force into his hand and lightly smacked her cheek, causing her to blink and come to her senses.

"Ribbit..." she croaked tiredly, rubbing her eyes, "...Miles? What happened?" she asked, shaking her head to regain herself.

"I dunno..." he confessed in reply, "Last thing I remember is us gettin' that headband from Class B and then..." he tried to recall, narrowing his eyes in thought.

"Yeah, same," Mezo concurred, catching their attentions, "We're lucky we avoided that electric blast just now..." he pointed out, enticing his teammates to look and see that all the teams in front of them had their feet trapped in ice except for Shoto's, which was running on ahead towards Izuku's team. Tsuyu then took notice of something and gasped.

"Miles, your headbands!" she yelped, catching his attention as he looked down. The headbands draped around his neck were gone. He widened his eyes.

"Wh-Where'd they go?!" he stuttered aloud. The stress he thought he had eliminated was now back. Mezo took a look back at him and noticed something else.

"You've still got the one on your head at least," he noted, enticing Miles to feel at his forehead and realize that one headband did remain.

"How much is on it?" he asked.

"It's the same one we started with," Tsuyu answered as she looked at it. 420 points. Miles looked up at the scoreboard. The team was in sixth place. They needed to be in fourth at the very least. Miles grimaced. The only teams he could see in the vicinity with headbands were Shoto's and Izuku's, and the former was right in front of them with backs turned...

"I'll be right back..." he declared, jumping off of Mezo.

"Miles!" Tsuyu and Mezo cried out.

THWIP!

Miles shot down a web line that struck the ground right before Shoto's team. He took notice and looked back to see him reeling himself down at him.

"Yaoyorozu!" he called out to Momo, enticing her to immediately create a pole from her left arm, striking Miles in the torso.

"GAH!" he yelped as a wad of saliva flew out of his mouth.

' _If he hits the ground, that means he's out of the game,_ ' Shoto inwardly noted, seeing him fall back, ' _That means one less team to worry about..._ ' he realized. Unfortunately for him, a long tongue sprang out and caught Miles before he could hit the ground, reeling him back in a yelp.

"Uff!" he grunted as he landed on Mezo's back, while Tsuyu retracted her tongue from him.

"Miles, we can't be reckless with trying to get any points against Todoroki or Midoriya," she explained to him, "Their teams were able to evade us before, so what'll be different this time?" she asked him, causing him to blink in realization.

"Besides..." Mezo began, breathing heavily, "there are... definitely others in the mix we can find with headbands..." he noted in between breaths, "All we need to do is get up to fourth place to advance, right?" he questioned. Miles could tell he was exhausted. He was carrying two people for the past eight minutes. No matter how strong he was, he had his limits. He knew the same applied to him and Tsuyu. There wasn't much time left. They had to do something.

"HEY, KID!" a familiar voice screamed, catching Miles' attention as he looked over to see Peter squatted down on the railing, holding his hands out in front of his face like a megaphone to amplify his shouts, "Go for broke! Don't just settle!" he yelled.

"Is that... Spider-Man?" Tsuyu uttered in surprise. Miles took a moment to contemplate the situation. Would he be fine with settling? Would his teammates? He looked at Tsuyu and then Mezo. Of course they wouldn't be fine with just settling! They wanted to make it to the top just like he did! He chuckled.

"Let's go for broke..." he told his teammates, causing them to blink in surprise, "We're getting that ten million..." he declared resolutely. He expected either of them to start arguing, but they didn't. They knew there wasn't much time left. And they didn't want to just settle.

"All right, let's go!" Mezo yelled, running forward as fast as he could after Shoto and Izuku's teams. In the final minutes, things had changed. Thanks to Tenya's secret move, the Recipro Burst, Shoto had taken the ten million-point headband away from Izuku. Both teams were surrounded by the field lines and a barrier of ice, making it practically impossible for anyone to get past it.

"You sure about this?" Tsuyu asked as her tongue wrapped around Miles' torso.

"As long as I don't hit the ground before time's up, yeah..." he responded quickly.

" _TEN SECONDS LEFT!_ " Present Mic exclaimed through the loudspeakers.

"Asui!" Mezo yelled.

"Go for it, Miles!" Tsuyu cheered, whipping herself around with her tongue to fling him over the wall of ice. He gritted his teeth as his left leg was nicked by the ice at the very top, but he still managed to get over it, looming over the two teams.

"Hey, isn't that Morales?!" Ochaco yelped. He quickly fired off a pair of web lines towards the ground in front of the two teams, more so aimed towards Shoto as he seemed to have more headbands. As he flung himself down at him, his Spider-Sense went off.

"DAMMIT, ICY HOT!" Katsuki's voice bellowed as he blasted himself down towards the Half-Cold, Half-Hot Quirk user. Miles grimaced as he realized that they were about to intersect. He wouldn't be able to reach Shoto in time. But then he noticed how many headbands Katsuki had around his neck.

' _Gotta grab at least one!_ ' he concluded inwardly, reaching his hand out.

"Huh?" Katsuki uttered, having noticed him there, "You think you can steal from me, you spider bastard?!" he roared, ready to blast him. Two seconds remained. Miles' right hand crackled with electricity. One second.

**ZAP!**

**BOOM!**

**FWOOSH!**

" _TIME'S UP!_ " Present Mic announced just as Katsuki and Miles crashed into the ice.

"Bakugo!" Eijiro yelled, going over to check on him with Hanta and Mina. In the meantime, Tsuyu and Mezo made their way through the opening in the ice, spotting Miles lying down and grimacing in agony.

"Miles!" they exclaimed simultaneously, running over to him.

"Are you all right?!" Tsuyu asked in concern. Miles was surprised to see the actual look of worry in her eyes. He always found her so... expressionless.

"Ergh..." he grunted, sitting up and holding his left hip with his right hand, "Yeah, I'll be good..." he reassured. Katsuki had blasted him down right onto the ice pretty hard. And he had zapped him with whatever electrical charge was built up in his hand. He seriously needed to tell Peter about his other powers.

"You weren't able to get the headband, huh?" Mezo guessed as he helped Miles onto his feet.

"Huh..." he sighed, "Nope..." he answered solemnly, "But I got one..." he pointed out, showing them the headband he had retrieved from Katsuki. They then looked up at the scoreboard. Shoto's team was in first, followed by someone named Hitoshi Shinso, then Katsuki's, and finally... Izuku's. Miles widened his eyes. There was a 50 point margin between his and Izuku's team. They just missed the cut.

"Ribbit..." Tsuyu croaked sadly. Mezo clenched his fists.

"Guys... I..." Miles tried to say, feeling awful for having brought his team to a narrow defeat. Tsuyu placed her hand onto his shoulder to get his attention.

"It's okay, Miles," she reassured, "Shoji nor I don't regret being on your team," she told him, "We're glad we made it this far and gave it our all!" she added, smiling as she tilted her head to the side.

"Yeah, same," Mezo agreed as he nodded, "Now come on," he beckoned, starting to walk off, "You look like you should see Recovery Girl," he pointed out. Miles chuckled, but then grimaced as he took a step forward. His left leg was hurting from the crash earlier.

"Here," Tsuyu offered, draping his right arm over her shoulders. He smiled in gratitude as they went on their way.

"Huh..." Peter sighed from the stands. It was certainly close. If only it hadn't been for... He noticed the messy, purple haired boy walking by with a content grin across his face. What exactly did he do to make Miles and his teammates stop earlier? Was it mind control? All Peter knew that whoever was to face him in the next round would be in serious trouble...


	19. SEASON TWO PART IX

There was plenty of screaming. In Spanish. Miles thought his ear would bleed from how loud his mother was. He knew she had seen everything. And most of the yelling was about his... accident with Momo.

" _Huh..._ " Rio exhaled over the line, done ranting for now.

"Mom, I'm sorry," Miles apologized, rubbing the back of his head. He didn't know what else he could say.

" _Promise me you'll tell that to her, hijo,_ " she requested of him.

"Yeah, I promise," he answered. There was an awkward pause in the conversation. Rio saw the cavalry battle. But most of the footage was relegated to Izuku and Shoto's teams. Miles was barely in it.

" _Miles... are you feeling all right?_ " she asked out of concern. She had seen his hard fall onto the ice.

"Yeah, I got checked out by Recovery Girl and should be good," he responded reassuringly. Rio almost wasn't sure about asking. She didn't want to make him feel bad.

" _I mean... are you... still upset about the loss?_ " she questioned slowly. Miles slightly widened his eyes. In all honesty, he should've expected her to say something. He took a deep breath.

"Mom... before we left Brooklyn," he began into the phone, "you told me our family doesn't run from things," he stated, clenching his left fist, "I think..." he tried to say, grimacing a little at the memory, "I think that's why dad did what he did that day," he admitted, letting out a quick breath, "Heroes always do what they can for people to help 'em..." he continued, "and that's exactly what I wanna be..." he finished resolutely. He heard a sniffle.

" _You're going to make me cry, Miles..._ " she said to him. It sounded like she was glad.

"I gotta go get lunch before the final round starts," Miles told her, starting to walk off down the hall, "Hasta luego, mama," he finished.

" _Ciao, Miles,_ " Rio replied, " _I love you,_ " she said before the call ended, allowing him to stuff his phone back into his pocket. He got through one tough conversation today. Now for another...

"Hey, Miles!" Peter's voice called out, catching his attention as he turned to see the costumed hero trotting up to him from behind.

"Oh, hey Pete," Miles responded with a simple wave, "Uh... guess I didn't prove that I was ready this time, huh?" he guessed, sheepishly rubbing the back of his head.

"Are you kidding?" Peter retorted as he pulled off his mask, "Kid, you were awesome out there!" he exclaimed, "All those web swings and that teamwork..." he listed off, "It's just that whatever that one team with the purple haired guy did got you guys," he explained.

' _Purple hair?_ ' Miles uttered inwardly. He didn't remember anything like that from the cavalry battle...

"Anyways, I don't know how things work here..." Peter admitted, "but I'm sure a lot of people were impressed with what you could do," he told him, "Now go on, do whatever," he recommended. Miles chuckled and jogged off. Peter smiled. He was glad that the next Spider-Man of this world was working hard.

"Hi there Peter," a female voice greeted, catching his attention as he turned around to see Gwen standing there, taking off her mask to reveal her face to him. He widened his eyes.

"...Gwen?" he uttered in disbelief. Entering the cafeteria, Miles saw that basically every student had already gotten themselves settled in and started eating. He was about to get in line until he spotted Momo from afar with Kyoka, Denki, and Hanta. He shrugged. Now or never. He jogged over to them.

"Hey guys," he greeted, catching their attentions.

"Oh, hello Miles," Momo responded with a small smile. It was like she didn't remember what had happened. Miles almost didn't want to apologize. He then noticed the flustered blush on Kyoka's face, arching an eyebrow. What had been going on?

"Uh... is everything okay?" he asked curiously.

"Yes, we're fine," Momo replied, "If you'll excuse us, Jiro and I have to talk to the other girls," she told him, walking off with her tray of food, "Come on, Jiro," she beckoned to her friend.

"You've gotta be kidding me..." she muttered in embarrassment, trudging after her. The look on her face spoke volumes to Miles. He then saw Denki and Hanta chuckle and share a fist bump. He narrowed his eyes in suspicion.

"Uh, what'd you guys do?" he asked, arching an eyebrow.

"Heh, heh," Denki chuckled, "We just made the steal of a lifetime by convincing Yaoyorozu and the other girls to dress up like cheerleaders!" he exclaimed excitedly in a whisper. Miles widened his eyes and clenched his fists. It was basically the same thing as before the cavalry battle. And it ticked him off.

"You're lucky I'm not in the next round..." he grumbled to the pair of perverted students, turning around and walking over to get a tray for his food. They blinked in surprise, glancing at each other. Little did they know what would happen next...


	20. SEASON TWO PART X

Miles almost couldn't believe that none of the girls had thought twice about what Denki and Hanta had told them. It was a little embarrassing to see them all in cheerleader outfits. But what else he couldn't believe was that Mashirao was withdrawing from his place in the top 16. Everyone in the class was basically trying to talk him out of it, but he wouldn't back down. He was holding onto his pride too much. The same could be said for Nirengeki Shoda of Class B. He didn't want any part of the rest of the festival if he didn't know how he got there.

For a moment, Miles realized that he hadn't remembered seen the two throughout the cavalry battle. In fact, he didn't remember seeing Yuga or Hitoshi at all. He wondered if that team was responsible for what happened in the midst of the cavalry battle. But those thoughts went away when Midnight accepted the withdrawals of the two students. That meant members of the fifth place team were invited to take their spots. Miles' team.

"No way..." he uttered with a grin coming across his face. He couldn't help it. Though he felt bad about taking a spot originally meant for someone else, he was elated at the opportunity. There was just one more problem. There were only two spots, and three team members.

"Mezo, you should definitely take one," Miles pleaded, catching his attention, "You  _carried_  me and Tsu throughout the whole last round," he pointed out vehemently, "Literally!" he added in exclamation.

"Heh," Mezo chuckled, "Can't argue with that..." he admitted sheepishly.

"Then you should take the other spot, Miles," Tsuyu argued, causing him to perk up, "You were the team leader after all, ribbit," she mentioned with a croak.

"I... I can't do that, Tsu..." he stuttered, "I mean, I got us in a lot of trouble for trying to get all those points..." he noted as he shook his head.

"But you gave us a fighting chance even when we didn't make the cut," Tsuyu replied as she smiled, "So I think you should definitely take that spot," she stated firmly.

"...All right," he answered after a moment.

" _Then it's decided!_ " Midnight announced, " _Shoji and Morales will be moving on to the next event!_ " she exclaimed. Fans cheered. Back at home, Rio was elated to see that her son was in the final event. Now it was time to draw lots for the tournament ahead: single matches between people in a round-robin format. Miles almost did a double-take when he saw who he'd be facing. He looked over at Denki, remembering what he said earlier to him for what he subjected the girls to. He just shrugged and went on his way. Feeling a little sympathetic towards the girls, Miles walked over to them.

"Hey," he said, catching their attentions, "I'll get him back for you in our fight," he promised. They all slightly widened their eyes. Who would've thought a guy would actually come to their defense, especially with how they were being scrutinized in the first place for being tricked? Momo found herself to be the most surprised by his declaration, remembering the earlier... incident... She blushed a little. With the tournament yet to begin, the contestants were allowed time to prepare themselves. Miles found it in his best interest to just relax before the time came for his match, unlike his opponent. Then again, Denki was certainly no pushover. He had a powerful Quirk. He just didn't have much of a brain to apply it.

"So you came here the same way?" Peter inquired to Gwen, sitting on a bench beside her.

"Yeah," she replied, "One minute I'm taking on Doc Ock," she continued with a shake of her head, "next thing I know, I'm sucked into another dimension where I don't exist," she explained, chuckling a little, "Hell, I don't even remember how it happened..." she grumbled.

"Neither do I..." Peter admitted in response, nodding. In his world, Gwen had died. But in her world, he had died. It was bizarre in of itself to be talking to each other at this very moment. But here they were.

"We should probably go see what the final event's gonna be," Gwen advised, standing up from her seat.

"Ah, I'm gonna pass..." Peter replied, "I already know Miles didn't make it, so what's the point?" he grumbled in question. A buzz went off in Gwen's costume, enticing her to pull out her cellphone. She slightly widened her eyes and smirk.

"Well guess what, Pete?" she said, catching his attention and showing him the news update that had just appeared on her phone, "Your successor's in," she noted. Peter narrowed his eyes onto the screen in confusion.

"I... don't read Japanese..." he retorted, causing her to roll her eyes out of annoyance.

"It says Miles is taking someone's place in the next round," she paraphrased. Peter widened his eyes and stood up instantly.

"Well, what the heck are we waiting for?!" he screamed, hurrying back to the stands as he slipped his mask on.

"Huh..." Gwen sighed. She slipped on her own mask and pulled up her hood. She and Peter were not supposed to be here, but they were. And she wanted to find out just what had happened, so she'd need him for help...


	21. SEASON TWO PART XI

**Notes for the Chapter:**

> Sorry for the late update, but I'm in a little bit of a rut with writing lately since I'm going through my last semester in college and have a multitude of tests this week.
> 
> Anyways, enjoy the chapter!

Elevate. That was the name of the song Miles was listening to off of his phone in order to pump himself up for the next match while sitting in the waiting room. He really wanted to stay focused, especially after seeing the two matches before his.

Izuku won his match against Hitoshi. One moment he was heading out of bounds, and the very next moment, he had thrown Hitoshi over his shoulder and over the line. A couple of broken fingers were just a small price to pay.

Then there was Shoto's match against Hanta. Miles was glad karma had caught up to the Tape Quirk user... but now he was frightened upon seeing Shoto's sheer power. That giant wall of ice was daunting to see. He could only imagine how scared Hanta was.

" _I gotta go hard,_  gotta _go hard~... I gotta elevate~!_ " the artist sang into his ears, ending the song with a few final beats. Miles took off his silver headphones and put them down.

"Phoo..." he exhaled, standing up. It was time.

" _Let's welcome our two fighters for the third match!_ " Present Mic's voice echoed throughout the stadium as fans cheered in the stands, " _To my right, we have an electrifying student from the hero course! It's Denki Kaminari~!_ " he bellowed into the microphone. Denki smirked as he took his place on the field. " _And his opponent...!_ " Mic continued, " _Born in America and aiming to be a web-slinging superhero like Spider-Man, we have Miles... Morales~!_ " he exclaimed as Miles got onto the stage.

"GO MILES!" Peter cheered loudly from the stands amidst all the clapping.

"Who do you think's gonna win this one, Deku?" Ochaco asked in the Class A section, catching the freckled boy's attention.

"I dunno, honestly..." he admitted, placing his hand onto his chin, "On the one hand, Kaminari can discharge electricity anywhere that Miles could go," he began to explain, "but on the other hand, he could use his enhanced senses to tell when electricity is coming his way..." he noted. As he rambled on, the two students on the field got into ready stances prepared to fight.

"Hey, how 'bout a little wager?" Denki offered, causing Miles to blink in surprise before arching an eyebrow, "If I win," he continued, "you get to tell me all about how Yaoyorozu's boobs felt!" he wagered. Miles went red instantly. Not this again. He was already promising to get Denki back for the sake of the girls, but now he wanted his own form of payback for being embarrassed about the... incident form earlier.

"Ergh..." he growled, flexing his fingers to prep himself. His hands crackled with sparks.

"Hope you remember how it felt..." Denki began as electricity sparked around him.

"And.... BEGIN!" Midnight exclaimed as she threw down her whip to signal the start of the match.

"'Cause this is gonna be over in two seconds!" Denki declared, readying his hands, "Indiscriminate Shock..." he began to bellow, throwing his arms down, "One-Point-Three Million Volts!" he roared, unleashing a flurry of lightning all throughout the battlefield, mostly directed towards Miles. His Spider-Sense went off immediately. He took a great leap to evade the electricity. One second.

"Whoa!" Peter yelped excitedly. Everyone looked on with widened eyes. Miles fired off a web line that attached to the ground just before Denki's feet.

"Uh... what?" he uttered out, having a dopey expression on his face from overexerting himself. Miles zipped down.

_**PUNCH! ZAP!** _

Two seconds. Everyone gasped. Denki flew straight out of bonds from the electrifying punch he took. Midnight had to blink twice to make sure she had seen things clearly.

"Morales wins!" she announced, raising up her whip, "He advances to the next round!" she exclaimed. The crowd cheered excitedly.

"YEAH, THAT'S MY BOY!" Peter cried out, clapping wildly. Others in the stands were a bit weirded out by how... enthusiastic he was... Gwen chuckled from her seat in the stands.

"Not bad, kid," she commented, folding her arms over her chest. Miles took quick breaths, looking at the hand he used to claim victory. He somehow tapped into his electrical powers when he got angry. It was like he was in a specific mindset that triggered it... He smiled and glanced over at the knocked out Denki.

"Gotta elevate, dude," he remarked in farewell.


	22. SEASON TWO PART XII

"Say it one more time," Kyoka requested with a smug smirk on her face from the seating section for Class A.

"Oh come on, Jiro!" Denki complained, sweating up a storm.

"Say it," she demanded passive-aggressively, causing him to flinch slightly.

"All right, I'm sorry!" he apologized. He'd been doing a lot of that since his loss. And because he made a bet, now Miles had him do what he wanted, which was to apologize to the girls again and again until they were satisfied. "Miles, can I stop now, please?!" he begged, clapping his hands together pleadingly. Miles folded his arms behind his head and shrugged. It was about a good half an hour of apologies. He felt that all of that was enough for the girls. Tsuyu was especially thankful. She hadn't stopped smiling since Miles won his match.

"All right, all right," he repeated in understanding to Denki, "Just apologize to Momo one last time and we're good," he requested. Momo was the one tricked in the first place.

"Huh... okay..." Denki sighed, turning around in his seat, "Yaoyorozu, I'm sor- Huh?" he uttered, interjecting himself. Momo wasn't there.

"Dude, she just fought Tokoyami..." Hanta pointed out bluntly, causing Denki to grimace in frustration.

"She'll probably be back here soon," Mina added reassuringly. It was a tough defeat for her. She lost to Fumikage rather quickly, focusing too hard on trying to defend herself and not being able to think clearly about how to fight back. Miles knew that quite a few of his classmates weren't in the stands. In fact, he'd noticed that Ochaco and Izuku were gone. The former was likely dreading her upcoming match against Katsuki. Miles didn't want to leave since Mezo's match was next, but he felt obligated to go and be supportive. He got up from his seat and went into the building. Now the problem was finding the waiting area. He hoped this wouldn't take too long.

But then he heard sniveling.

"Huh?" he uttered, turning a corner and blinking in surprise to find Momo there, crying softly into her hand, "Uh... M-Momo?" he stuttered.

"Ah!" she gasped, turning to see him there, "Oh... Miles..." she uttered, wiping her eyes. Was she this upset over the loss Fumikage dealt her? Miles disregarded that thought.

"You uh... need a friend?" he offered. What the hell kind of question was that?!

"No... I'm fine..." she claimed. Her lips were quivering. She wasn't fine.

"Huh," Miles breathed, "Look, it's only one match," he pointed out as she looked over at him in shock, "You made it farther into this thing than a lot of us did," he noted with a smile, "Shoot, I only caught a break to get as far as I did," he mentioned as he shrugged. Blinking in surprise, Momo then smiled.

"Thank you, Miles..." she responded in gratitude, "I... should probably get back to the others..." she noted, heading off past him. Miles chuckled. But he then widened his eyes as he remembered what he had been trying to say all day.

"Oh, uh..." he uttered, catching her attention as she stopped to look back at him, "Sorry for um... you know... after the race earlier..." he apologized sheepishly, rubbing the back of his head. Momo blushed as she remembered.

"I... appreciate the apology, Miles..." she replied, holding her right arm, "I'll see you back up in the stands?" she guessed.

"Yeah, see you," Miles responded with a grin. She smiled back and went on her way. Miles wasn't sure if she was completely okay. She was dealt a tough loss. He heard the crowd start cheering. "Oh, shoot!" he yelped, hurrying off. He was glad he was able to catch the end of Mezo's fight.

"ERRRAAAAAGGGHHH!" the Dupli-Arms Quirk user yelled as he hoisted Eijiro over his shoulders and tossed him out of bounds, thus claiming victory.

"Woohoo!" Miles cheered. Tsuyu clapped.

" _Talk about quite the surprise!_ " Present Mic exclaimed through the loudspeakers, " _The two added contestants are showing off their stuff by taking spots to the second round!_ " he announced. The crowd cheered. Mezo shot a thumbs up towards the stands. Miles shot one back. Now all that was left to think about was the next round. Miles would be up against Tenya, and Mezo would face either Ochaco or Katsuki. The latter opponent seemed more likely. Even so, Miles couldn't shake the excitement he was feeling. He was ready to go all out in the next round.


	23. SEASON TWO PART XIII

Miles could barely comprehend what just happened. As if Ochaco and Katsuki's match wasn't brutal enough, he saw Izuku literally break himself in an effort to beat Shoto. And yet, he still lost. While the teachers and others were busy fixing up the stage below, Tenya and Ochaco immediately rushed to the nurse's office. Miles noticed that Tsuyu was on her way as well until she stopped to look over at him.

"Aren't you coming?" she asked of him. Miles blinked in order to compose himself. He was still a little out of sorts.

"Uh, yeah, yeah..." he replied, getting up from his seat and following her. How could he not be out of sorts? What was Izuku doing down there, shouting for Shoto to use his full power? Was he trying to egg him on? Or was something else happening?

"Are you okay, Miles?" Tsuyu asked, snapping him away from his thoughts, "You seem a little out of it..." she pointed out, placing her index finger onto her cheek like usual.

"...Guess so," he concurred, shrugging. Izuku was his only middle school friend, so why wouldn't he be worried? He and Tsuyu met up with Tenya and Ochaco before heading into the office. They didn't recognize the lanky figure who was in there with Izuku and Recovery Girl. A relative perhaps? That didn't matter to Miles. What mattered was seeing Izuku lying on the bed; bandages over over both of his arms and his left leg. All of this... what was it even for? Before he could even get the chance to ask, Recovery Girl suddenly pushed him and everyone out verbally, citing that she'd need to perform surgery on Izuku.

"Well... we'll have to hope for the best," Ochaco realized once the door was shut on her and the others.

"Yeah," Tsuyu agreed. Miles remained silent. He didn't know what to think of this. But Izuku's actions in that match made him think... why was he aiming to be a hero in the first place? Sure, he liked Spider-Man and knew that with his newfound Quirk, he could become just like Peter. But... was that what he really wanted? And then he thought back to his father, who was found dead in aftermath of that explosion two years ago.

' _I see this spark in you... it's amazing!_ ' the voice of his dead parent echoed in his head, ' _Whatever you choose to do with it, you'll be great_ _!_ ' he promised to him. That was when Miles was purposely failing his classes back in Brooklyn. He was enlisted into a private academy away from his old school for his final year of junior high. He missed having friends around, so he wanted to get out of it. And now... he was here at U.A. One of the top hero schools in the world. He wasn't ready to just give it up. He looked at his open hands and closed them into fists. Determination showed on his face, and Tenya noticed it.

"Morales," he uttered, catching the attention of his soon-to-be opponent, "let's both give it our best out there," he advised, extending his right hand out to him. Miles blinked in surprise, but then grinned.

"Yeah, let's," he agreed, grabbing his hand with his own and shaking it firmly. A while later, once the stage was fully repaired, the torches went alight, signaling the start of the next match. As Present Mic was back to making his usual announcement about the incoming students to do battle, the crowd cheered.

"GOOD LUCK, KID!" Peter cried out excitedly. Miles stepped onto the stage at the same moment as Tenya. The class representative was someone he didn't take too kindly to early on, but Miles grew to genuinely respect his demeanor over time. He would be a much better opponent than Denki. Midnight then raised her whip. The two students took ready stances.

"And... begin!" she exclaimed, swinging the whip down with a crack. Elsewhere, a pair of figures were watching the Sports Festival from inside a drab, three-story building. One was an extremely short, elderly man that had spiky short grey hair and a beard. He was wearing a costume that consisted of a full body monochrome suit along with a yellow cape, a belt with the letter "G" on it, very thick yellow gloves and boots, and a dark domino mask which resembled two diamonds. As he chowed away on pastries while watching the tournament continued, the other figure was playing with a Rubik's Cube. He was dressed in all black, donning a fedora and a trench coat over a kevlar-based costumed with the mask having aviator glasses. He looked to see Miles running out at Tenya.

"So that's the kid, huh?" he wondered as he clicked another part of the cube together.


	24. SEASON TWO PART XIV

"HAH!" Tenya shouted as he swung his right leg out the oncoming Miles. He quickly jumped over to avoid the attack, followed by pivoting around once he landed.

' _Okay, zap time!_ ' he declared inwardly, sticking his right out to try and grab Tenya. He did... but nothing happened. ' _Wait, what?_ ' he uttered to himself, right before taking roundhouse kick to his torso.

"Oh-ho!" he groaned out, wrapping his arms around his hurting torso. He couldn't even take a second to recover as Tenya grabbed him by the back of his uniform and sped towards the boundary line with him in hand.

" _Looks like Iida's gonna make this match quicker than the last one! Can he pull it off in one fell swoop?!_ " Present Mic asked from the announcer's booth above. Miles wasn't ready to let that happen. He curled in his fingers.

_**THWIP!** _

Two web lines attached to the ground, allowing him to yank himself out of Tenya's grip, ripping the back of his uniform in the process.

"Aw, great..." he muttered as he landed down. He turned to see Tenya turning around and zooming towards him again.

' _Gotta get him to use that Recipro Burst..._ ' he thought to himself, ' _If he burns through that, he'll be just a sitting duck for me..._ ' he added inwardly, getting into a ready stance, ' _Just gotta make him use it once..._ ' he instructed. He jumped.

"Come on, kid!" Peter cheered from the stands, "Do the zappy thing again!" he cried out.

"Boy, that Spider-Man really likes that Morales kid, huh?" Mei inquired, sitting next to Gwen in the Support Course section of the stands.

"Yeah, guess so..." she agreed, letting off a little chuckle.

"Go, Iida!" Ochaco cheered, seeing the class representative miss landing a few spin kicks as Miles hopped back in time. She really wanted Tenya to win, especially after seeing him be humiliated despite his victory in the last match. However, she noticed that there was a lack of cheering from the boy next to her. "You're not cheering, Deku?" she asked of him, getting his attention.

"Oh... uh... it's kinda hard when you have to root between friends..." he admitted, sheepishly rubbing the back of his head, "I've known Miles since the end of middle school, but Iida's really cool, too..." he admitted, blushing a little. Ochaco giggled.

"That sounds so like you, Deku!" she noted cheekily.

"Come on, Miles!" Tsuyu cried out, causing them to perk up in surprise.

"Try going for his legs!" Mezo recommended loudly. Miles quickly bent backwards to evade another kick from Tenya's right leg. He noticed that only his opponent's left leg was keeping him upright.

' _Gotcha!_ ' Miles quipped to himself.

_**THWIP!** _

The web line he shot out from his right shooter attached to the side of Tenya's ankle. Before he could even react properly, Miles yanked the line and pulled him down onto the ground in a loud yelp.

" _Whoa!_ " Present Mic yelled from the booth, " _Did Morales get the drop on Iida?!_ " he inquired loudly. Webs were shot out, entangling Tenya by his legs, then his arms, and the rest of his upper body.

"Er, ergh!" he grunted, squirming to try and rip the webbing off. Miles looked on at him, staying in a ready position.

' _Okay, he'll definitely have to Recipro outta that..._ ' he thought. The exhausts on Tenya's legs began spewing flames.

"RECIPRO..." he began to bellow, "BURST!" he roared as he leapt up, breaking the webbing in the process. He dove down at Miles, who quickly jumped back to dodge.

"Iida's Recipro Burst!" Izuku yelped in surprise.

"He can only use it so long though..." Momo mentioned, placing her hand onto his chin, "I wonder if Miles was planning on this..." she said. Tenya rocketed himself towards his opponent. Miles jumped, but got nicked at the hip by his left leg.

"Agh!" he grunted out, holding onto his hip, "Okay, don't wanna get hit by that again..." he grumbled, stumbling back. Five seconds had passed. Tenya turned around and zoomed right at him. Four seconds left.

' _Okay, I'll dodge by web-zipping to the side..._ ' Miles decided, readying his web shooter. Three more seconds. Nothing happened. Miles widened his eyes. He pressed his right web shooter again. Nothing came out.

"Oh, no, no, no, no!" he repeated. With the obstacle race, the cavalry battle, and one match in the tournament, he had forgotten something highly vital to being the next Spider-Man. Refilling his web cartridges. A strong kick to his torso was quite the reminder. He tumbled across the stage, rolling to a stop and holding onto his aching stomach. He wanted to throw up, but wanted to save himself the embarrassment. Tenya's engine likely stalled, so know he'd have an easier time-

"Morales!" Midnight called out, catching his attention as he was standing up, "You're out of bounds!" she declared. He blinked in surprise before looking down to see that he actually did cross the boundary line from taking that kick.

"Awww!" Peter groaned loudly from the stands, "Come on, ref!" he shouted, "That's only like two inches out!" he complained in frustration. He waved off the ruling with another groan before going up the stands.

"Ribbit..." Tsuyu croaked sadly. She knew how psyched Miles was about getting the chance to show his stuff, especially with the opportunity he had from the people who withdrew from participating in the tournament.

"Way to go, Iida!" Ochaco cheered. Izuku just smiled. Though he was upset that Miles lost, he was glad that Tenya got to move on.

"Ugh..." Miles groaned as he stumbled forward. He definitely wanted to see Recovery Girl soon...

"Morales!" Tenya's voice called out, catching his attention as he saw the Class A representative jog up to him, "Thank you for a wonderful match," he said in gratitude, causing him to blink in surprise, "You definitely had me on edge at the end there," he admitted, holding out his hand to him.

"Heh," Miles chuckled after a moment, "Yeah, me too," he confessed, taking his hand and shaking it firmly. The crowd cheered.

"Not bad, Miles..." Gwen muttered from the stands, letting off a smirk. He still had a ways to go... but he was getting there. After a few more minutes, Miles exited into the tunnel to head back to the waiting room and grab his phone. He wasn't feeling as bad as he thought he would've about losing. In fact, he wasn't sure he'd even beat Shoto in the next round had he made it. He made it to the door... and then he threw up...

"Aw..." he groaned. Tenya's kick really did make him lose his lunch. And to make matters worse...

"Ew..." a familiar voice uttered in disgust. He looked up to see Mina there, covering her nose to block out the stench of the vomit. He groaned in frustration and hurriedly went to get his phone...


	25. SEASON TWO XV

Well, Katsuki won. He beat Mezo, Fumikage, and even Shoto to earn his spot as the Sports Festival's winner. And though he had to be restrained because of how angry he was, he still got a gold medal. Miles utterly despised everything about Katsuki's victory. To him, he was a bully standing on a pedestal, whining about not getting the win the "right" way.

Whatever that meant, Miles didn't care. He just wished Katsuki was less angry than he usually was. As the next few days went by, Miles learned some interesting news. Peter had come out into the limelight and told the world about him being from another dimension. Miles was shocked he actually went through with it. Did he come out in case there were other spider-people like Gwen around?

Speaking of which, Miles got Gwen's number the next day before class.

"Just in case something spider related comes up," she finished explaining as she put away her cell phone, "I'm stuck in the Support Course almost twenty-four seven, so  _emergencies only_ ," she advised strictly.

"And... what qualifies as an emergency?" Miles asked back. She rolled her eyes.

"You'll know," she retorted before walking off. Miles sighed. He would've at least hoped to get some tips from her for his own training. But she seemed adamant, so he didn't want to bother.

When class started, Shota told the students that they'd all be going on internship duties, whether or not they got any offers. Compared to his classmates, which basically meant Shoto and Katsuki, Miles only got five offers.

"Whoa, that's it?" Mezo uttered in surprise, catching his new friend's attention, "I thought you would've at least got more..." he pointed out to Miles.

"Eh, offers are offers still," Miles responded with a shrug. He looked ahead at Izuku, who got no offers. It wasn't like there were people who wanted a hero that was constantly injuring himself in an effort to fight. Still, Miles did feel bad for Izuku.

By the end of the day, he wished he asked for his advice. He knew absolutely nothing of the five heroes that were asking for him. He didn't even know if they were on the hero charts.

"I AM HERE IN A BIZARRE POSITION!" All Might's voice boomed suddenly, catching his attention as he saw him slide in, looking at Izuku eye-to-eye. After a moment of discussion, the two left the room. Miles blinked.

' _Wonder what that's all about..._ ' he muttered inwardly. He had a sneaking suspicion something was going on between the two. In fact, he noticed how All Might seemed to be constantly around Izuku almost all the time. Usually for lunch, for talks about his Quirk, pretty much anything...

Suddenly, he found that he had camouflaged himself by sheer coincidence. Did thinking about finding out what was going on between Izuku and All Might trigger it? Regardless, he didn't care. He wanted to know. Though he didn't realize that his backpack was still on... Ochaco awkwardly watched him head out. It was like seeing Toru in her hero costume...

"Wait, so this Gran Torino knows about your power, too?" Izuku asked after listening to All Might. He had miraculously gotten an offer from a pro hero named Gran Torino, a name he never heard of before. Apparently, the man was All Might's former homeroom teacher back in U.A., but only for a year. For some reason, the mention of his name seemed to frighten All Might all the more as he shook uncontrollably.

"Oh..." he uttered in realization after handing Izuku the address, "He also asked you to bring young Morales along for the internship," he mentioned. Miles overheard as he peeked out at the pair from the corner, widening his eyes.

"Miles? Why?" Izuku asked, arching an eyebrow.

"He told me that he knew someone who could teach young Morales a great deal about his powers," All Might explained in response, "Though honestly, I'm against the plan for obvious reasons..." he admitted as he scratched his cheek with his finger.

"Oh, right..." Izuku uttered in realization as he glanced down somberly, "He doesn't know about One For All..." he noted.

"What's One For All?" Miles asked as his body became uncamouflaged, standing right beside his friend.

"AH! MILES!" Izuku yelped, stumbling in surprise.

"Young Morales!" All Might exclaimed as well, spurting out blood from his mouth to Miles' surprise. Before he could say anything though, an explosion of steam shrouded the pro hero. As it dissipated seconds later, Miles couldn't believe it. It was the dishelved, weak-looking man he had seen with Izuku during the Sports Festival. "Young man, it seems we need to have a talk..." All Might stated as Miles shook in shock.


End file.
